Fairy Tail: Omniverse Invasion
by Stone-Man85
Summary: Ben Tennyson has turned 17 and has been given Azmuth's newest Omnitrix model. Things were looking up for him until Vilgax came back with help to try and destroy him yet again. He manages to stop the space conqueror's plan but ends up in a world with less tech than Earth.
1. Stopping a Multiverse Annihilation

**Disclaimer: I don't own Ben 10 Omniverse; it is the sole property of Men of Action and Cartoon Network. I also don't own Fairy Tail, manga or anime; it is the sole property of its creator, Hiro Mashima, and Funimation studios. Original Characters are of my own design. This takes place when Ben is seventeen. This story is also credited to MasamuneX23, who came up with the idea for this story and will continue helping with the script that I will bring to life. Also the Omnitrix Encyclopedia as well as some words came from Ten-Face Paladin, who I asked permission to use for my Ben 10 stories.**

**Fairy Tail: Omniverse Invasion**

**Chapter 1: Stopping a Multiverse Annihilation**

**Far from Earth's Orbit of the Moon**

**The Chimerian Hammer Mark III**

Orbiting far from the Earth itself and hidden along the Dark Side of the Moon was the Chimerian Hammer Mark III. It was a massive alien spaceship that looked like a dark and red tuning fork. The two front points were vertically parallel with each other, tipped with red glass orbs. As the rear of the ship was a massive red orb encased in the center and two red orbs on the bottom. The helm was atop in the rear, above the red orb center of the ship, with the front and sides windowed with red orb-shaped glass. And the rear of the ship was an insect-shaped claw that was the engine thruster of the ship itself. The front two tips sparked with electrical lightning dancing between them both.

The gigantic warship was the pride of the Chimerian fleet from the home world of Vilgaxia, home world of the squid-like humanoids known as the Chimera Sui Generis. And it was the property of the most dangerous conqueror of the universe, Vilgax.

**Inside**

**Main Hallway**

Black and red humanoid drones were racing down the hallway, firing palm blasters at an intruder. He was racing down the hallway, making tight turns on a green and white hover board, while fiddling with a watch of sorts.

He was a Caucasian American boy of seventeen years of age, with shaggy brown hair, green eyes, pale skin, and a lean, muscular build and of average height. He wore a shirt which was black and had a green stripe in the middle with a white 10 and green stripes on the sides of his shirt. He wore brown jean pants with pockets at the knees, and green and white shoes. He also wore a white hooded jacket with green stripes on both arms and a green number 10 on the right side. And on his left wrist was a white, black, and green digital watch of sorts, with a touchpad black screen, he was currently fiddling with, that displayed a holographic dial of different faced creatures.

This was Benjamin Kirby Tennyson, or known to the world as Ben 10, the greatest teen hero of them all. Or rather the only one. The Omnitrix on his wrist was a brand new model given to him by its creator Azmuth; a more advanced prototype of the old one's he's used in the past. And right now at the moment, he was fiddling with it, trying to find the right alien to transform into.

His new Omnitrix was a duplicate of his old but with new features to it. It had all his currently unlocked aliens and even had the evolutionary matrix reinstalled to allow his aliens to go ultimate again. Apparently Azmuth said Albedo's early Ultimatrix was an inferior glitch filled piece of tech, but he saw the benefit of the evolution application so he added it to his new Omnitrix design after installing all the proper safety features so that they'll be no chance for any aliens consciousness to awaken like with Ghostfreak and the Ultimate Aliens. He also gave it a network link up system so that it's connected to the Plumber HQ database and able to display information and navigational coordinates by tapping into satellites or recorded charts of multiple planets that have been explored by the Plumbers. He also allowed the new Omnitrix to maintain it's DNA analyzer and genetic restoration matrix to heal unstable DNA codes. Needless to say Ben loved the new watch although he still wished Azmuth would unlock the master control for him to use. He still occasionally tried random codes to see if he got lucky and unlocked it but he had no luck, he didn't even manage to unlock a new alien. We'll if what Azmuth said about giving him the master control for his eighteenth birthday was anything to take seriously then he just needed to be patient and wait for his next birthday.

This year, he had just turned seventeen, and had a pretty good birthday party with his family. Gwen and Kevin had arrived to celebrate with him, along with his partner, Rook Blonko. For old time sakes, they had gone to Mr. Smoothy's, and celebrated with the first smoothie the trio had together: A tropic punch Smoothie. Rook had to admit a tradition as that was much cherished between friends, and he felt honored that he had become part of it.

Ben himself had begun to change over year. He had been taking some karate lessons from Gwen just so he could see her more often since she was still in college, learned some stuff about tech from Kevin so he wouldn't be so clueless about things and had been doing some physical exercise to keep himself in shape after an embarrassing past incident and because he knew that he needed to stay on edge so he's aliens could remain at their peak since he knew from past experience that if he wasn't at full strength then his aliens would suffer the same way. The first ever early example had been back when he was 10 just starting his hero career in the summer and he caught a cold which ended up infecting his aliens forms with the same thing that made them weaker and some useless.

Now Ben made sure to keep himself healthy since like the saying goes "your body is a temple" but there was no way he was going to give up his precious chilly fries no matter how bad people said it was to eat them regularly.

He had spent the year doing more missions with Rook as they connected more as a team. Although he still found his know it all attitude to be annoying and his miss understanding of human quotes was still just as annoying. Nevertheless he's gotten along better with him and come to see him as a new best friend.

Though such a nice anniversary/birthday celebration was halted by a report of the Chimerian Hammer coming near orbit. As well as a report saying that a couple of its drones had broken into Under Town, and stolen a Tachyon Generator engine. A full out force of ships were sent in to infiltrate and stop the ship before anything else had happened. Luckily the PROTO-Truck ship had managed to sneak in close enough for Ben to get aboard and find Vilgax first.

However, his moment of concentration was interrupted by shots fired at him. He groaned, "Ugh! Stupid robots! Stupid Vilgax! How many times is he gonna invade Earth until he realizes one thing: that he can't beat Ben Tennyson, he never has and he never will."

Suddenly, a radio transmission came through on an earpiece he was currently wearing. "Ben! Ben! Do you copy?"

"Read you loud and clear, Rook," Ben answered his alien partner's distress call through the Omnitrix. "But this isn't the best time for a call."

"The Omnitrix timed out," Rook guessed.

"Not really, just guessing on which one to choose," he explained, as he continued to look through. "You'd think I could just pick one that would work well."

"Why not try just Humongosaur," Rook advised. "You always seem to go for him. But right now would require a fast decision right away, if you are to get to the Helms deck and stop the main ship from leaving."

"Why's that?" Ben asked while peeking around the corner only to pull back as he was spotted by the drones and fired at. Seeing that his location was blown he hoped on his hover board and moved out to another cover spot.

"Because outside at the moment, a black hole is apparently being opened by the Hammer," Rook advised, as he told Ben about the situation.

"A Black Hole!?" Ben asked is disbelief. "What's Vilgax trying to do now? Suck up the whole planet in a rip through space and time? You think that's what he's using the experimental Tachyon engine he stole?"

"I am not certain as to what is going on, but you must hasten if you are to stop him," Rook replied, and broke communication.

Ben nodded, as he hopped off his board once he turned a corner, dodging fire. He folded it into a Frisbee-shaped disc, and slipped it behind his back. He then turned the dial to the alien he wanted, and smirked, "Alright. Going hero!"

The Omnitrix lens slipped back, as the activation dial popped up, as Ben slammed down. In a green flash, his body began to change shape, until the green flash died down to reveal his new form. His body was thinned down while his skin turned blue and almost reptilian. His hands turned to three black talons while his body was covered with a black bodysuit with a green chest and turtleneck, with an angular head and helmet. A long blue tail jutted from his back while his feet turned reptilian with spheres in them. The Omnitrix symbol was centered in his chest.

"Let's speed this along!" XLR8 hissed.

**Omnitrix Encyclopedia**

**XLR8 A.K.A. Kineceleran**

_This species comes from the accelerated planet of Kinec. These are probably some of the fastest people in the universe. They can easily go up to speeds of 500 km per hour. Fast enough to run up walls or across water if they so desire. Ben has actually created tornadoes with his XLR8 form. It is rumored that magnets give Kinecelerans problems to the point where they can't balance. This rumor hasn't been proven yet._

The mask then slid down onto his face, as he zipped out of there like a blur. The drones in front of him as he made his way fired at him but they were no match for XLR8's speed, as he easily dodged them. He zipped right up to them, going fast enough to smash through them, leaving a smoked imprint at them, punching them rapidly with his clawed fists. Or he just hopped in the air, and dropped on them, kicking them into flattened cans, or racing at them and swiping his tail at them like a whip. He did this the whole way until he got to the door leading to the Helm.

"Aw, dangit," he groaned, as he looked at the access panel. He sighed, "Don't worry. I just got to input the right code." He then began to type random codes at an alarming accelerated rate. It almost fried the entire board as he did this. He keep this up for a full minute until finally it clicked online. The doors opened up, as XLR8 chimed with confidence, "Vilgax… I got yer number."

He then zipped through the place, looking for anything or any sign of Vilgax. He stopped long enough, and transformed back into Ben in a green flash. He sighed in annoyance, "Oh great! He's either not aboard the ship and controlling this thing by a remote control on the moon. Or he's somewhere else, and I'm gonna have to look for him all over again."

But then something caught his attention, as he turned towards the navigation platform. The holo-nav platform was flickering on and off, showing what appeared to be diagrams of Earth… or rather _several_. Hundreds to Thousands of Earths, with the continents formed differently, or colored differently, but still all read Earth. Apparently, whatever was going on, it had to do with this, as on the chart, one Earth was selected, flickering with coordinates.

Ben blinked at this, as he asked himself, "What the…? What the heck is this? The navigation computer broken or something?" But then he took notice of something else. Next to the nav computers: a live display of the many sectors of the ship was shown. Everywhere there was activity, especially outside, as Plumber ships were flying around, shooting down the robot drone flyers in space. But then Ben took notice of major activity down in the engine deck.

There, he spotted somebody hard at work at an unseen spot in the engine room. Once Ben saw who it was, his face grew serious, as he got back on the comms, "Rook. I think I know who's helping Vilgax with the Tachyon Generator." But then he realized there was static interference, as he tried again, "Rook? Rook, come in. ROOK!"

Suddenly, drones shot out from the roof, the floor, and even the door that opened up. They all surrounded Ben, pointing their blasters at the boy, who just groaned at all this. He sighed, as he smirked, "Okay, guys… who's up for a little fun…?"

**Engine Deck**

Working on a lab console, was a Caucasian American human boy of seventeen years of age, with shaggy white hair, red eyes with black circles, and even paler skin, and a lean, muscular build and of average height. He wore a shirt which was black and had a red stripe in the middle with a black 01 and red stripes on the sides of his shirt. He wore gray jean pants with pockets at the knees, and black and white shoes. He also wore a black hooded jacket with red stripes on both arms and a red number 01 on the right side. And on his right hand was a red and black fingerless gauntlet that went up only to the wrist, worn on the back of the hand with a red and black Omnitrix symbol on it. To anyone that saw him but didn't know who he really was they'd assume he was Ben Tennyson himself with a new look, a long lost twin brother or even someone who just looks like him.

But those that knew who he really was knew different. This was Albedo, the evil twin of Ben Tennyson; a former Galvan scientist that had become the negative version of Ben. And on his right hand was the Ultimatrix, his variation of the Omnitrix; a supposed improvement over Azmuth's technology, his former master.

Albedo had gone through quite a lot of trouble to escape from prison but nevertheless managed to do it by easily deceiving those two fools Blukic and Driba. Honestly those two were an insult to the Galvan race and he wondered how those two buffoons could be trusted with anything important.

His biggest obstacle was finding out how to reverse what Azmuth did to his Ultimatrix which caused him to turn into an 11 year old version of Ben with his differences. That had been without a doubt the most wretched and undignified time of his life and he cursed Azmuth for it. He knew that he did that as a kind of payback for when he took his intellect from him. One day he was going to get back at him after dealing with Tennyson who was still on the top of his list. Thankfully after months of searching he finally found the components to restore himself back to his now 17 year old self and revert back to his Galvan form. Nevertheless he still used his Ben lookalike form for work since he had grown accustomed to it. Unfortunately he still hasn't been able to rid himself of Ben's influence such as his obsession with Chilly Fries. Despite knowing he just likes them naturally he refuses to believe that a being with his level of intellect would actually enjoy those greasy and disgusting fries they dare call food, so he just blames Ben for his addiction.

Currently, he had converted a Tachyon Generator with what apparently a small sphere, with three rings encircling it constantly. He was putting in the final coordinates, as he smirked proudly, "Ha! They thought this was insanity, a fool's dream. Well, I, Albedo: the true Prime Thinker has finally done the impossible!"

"I hope so for your sake." A new deep and gruff voice said behind Albedo who turned to the voice.

The figure was a hulking giant who stood nearly nine feet tall with heavily muscles, although there were cyber implants in the arms and shoulders, as well as in the knees. The big guy was green and humanoid like, with 6 long tendrils for a beard, but with two stocks that belonged to a squid of sorts. He was dressed in red and black armor, with pieces on his shoulders, chest and forearms with cybernetic poles attached to them with the exception of his chest. He wore a pair of arm guards which had what looked like a small control console attacked to his left wrist while he had a yellow jewel attached to the right armguard. His shoulder armor had a pair of large spikes on each side and he seemed to his feet were covered in metallic footwear that had two sharp points for toes. Lastly he had V-shaped headpiece to cover his forehead and eyebrows, but didn't do well to hide his menacing red eyes, that if one looked close, it felt they were falling into the 9 levels of Hell. This was Vilgax, a Chimera Sui Generis, or rather the ruler of the Chimera Sui Generis, the most dangerous being in the universe, conqueror of ten planets, destroyer of five, and creator of a Black Hole… or in this case, two. And Ben Tennyson's most relentless arch enemy.

Vilgax had gone through some changes since his last encounter with Ben. After he had gained his new Omnitrix Vilgax saw that some new improvements were needed to his already great powers. So he decided to make himself even stronger and thanks to his new cybernetic implants he was feeling better than ever. How he was stronger, faster and fiercer than before with a stronger body making it that much harder for Tennyson to try kill him. However despite his self-upgrade he still desired the Omnitrix and Ben's demise to fulfill his goal in ruling the universe. Plus so far he hadn't tested his new strength against Tennyson so it was unknown how effective it would be against his new Omnitrix.

So he decided to come up with a plan to finally eliminate Ben. However his plan required someone with great intellect in order for it to be carried out. That's where Albedo came in where he tracked him down and found him in hiding trying to find ways to revert what Azmuth had apparently done to his Ultimatrix. Now while Vilgax's could've taken it from Albedo he saw that the Omnitrix was the true greatest creation of Galvan Prime and believed it's inferior design wouldn't satisfy him. Especially after knowing all the faults it had with the primary being that the users body becomes a copy of Ben's and Vilgax had no intention of taking in his nemesis's form. So he struck a bargain with Albedo, he assists him in getting what he needs to regain his Galvan form and he would help him enact his master plan to rid themselves of Ben Tennyson forever.

Naturally at first Albedo was judgmental and distrusting in working with Vilgax again after their first and last alliance ended with him being betrayed and imprisoned by Vilgax after he backed out of their agreement. However after Vilgax kept to his word of helping Albedo repair his Ultimatrix and restore his Galvan form he decided to offer his assistance to build what the space conqueror needed to make his plan a reality. After hearing what his plan was he naturally became interested in helping with it. Especially when it meant the end of his enemy Ben. However that didn't mean that Albedo trusted Vilgax, quite the contrary he was still on guard and keeping a close on him for signs of betrayal due to past hostilities.

"You are aware of the risks of doing this near Earth space," Vilgax warned Albedo, as he stepped out of the darkness. "This is Primary Plummer space, and at the moment I am losing most of my forces. Psyphon and his incompetent dimwitted goons can only work as fast as to resupply the drones in this combat. And this plan would be working faster, if you had speed up your calculations."

Albedo huffed, as he groaned, "Excuse me, but do you know of anyone else that can calculate dozens upon dozens of Earths, simply to find Earth Prime? Or at the very least, do you know of any other geniuses that could turn a Tachyon Engine Generator into a Gravity Drive?" He smirked arrogantly, as he stated smugly, "I think not. Although, I must admit I begrudgingly congratulate on your keen observation that I, Albedo, was smart enough to…"

But he was grabbed by the head, and hoisted up to meet Vilgax face-to-face, as the Chimerian conqueror growled, "If you mention how smart you are again…"

Suddenly, they heard banging up from the roof, as they looked upward. Vilgax placed Albedo down, as he readied himself in a defensive stance to smash the fool who would dare to intrude on them. A giant manhole piece of the roof smashed downward only fifteen feet from them. Drone pieces were smashed about, as a hulking figure was pulling apart the last one.

The creature that crashed through the roof was humongous; his body swollen with raw heavy muscle and brownish orange, scaly skin. Its body and facial features were saurian with a small tail coming out from behind. His feet and legs trunk-like and the body seemed to be twelve feet in height. He wore black boxer briefs with white trim on the waist, along with a green belt sash across his chest, and in the center of it the symbol of the Omnitrix appeared.

"Miss me, Vilgax?" the new alien roared, raising his bulky arms into the air. "Don't worry, I'll give you a little trip down memory lane of pain. Courtesy of Humongosaur!"

**Omnitrix Encyclopedia**

**Humongosaur A.K.A. Vaxasaurian**

_This species comes from the planet of Terradino. They are very strong physically and aren't afraid to show it. They are also highly resistant to injury. A major ability they possess is the ability to increase their mass. They can grow up to sixty feet tall and their strength grows to match it. Their dinosaur features also become more pronounced. A very powerful being to have in Ben's arsenal. However, due to their reptilian DNA origins, like lizards, they're coldblooded, so that alone is an effective weakness._

Humongosaur threw the pieces aside, and looked to the duo, "Vilgax and Albedo. Man, talk about recurring team-ups. What's the matter Vilgax? You wanted to team up with my evil twin, just so you could beat him up when you can't beat me up?"

"Nice to see you as well, Tennyson," Vilgax sarcastically remarked. "Although, I would love to catch up on our recurring squabble, I have much more important things to do than to fight you as always." But Vilgax relaxed his stance, as he smirked, "But honestly… did you, Maxwell, and the rest of the Plummer forces think you could stop me?"

"Depending on how crazy you were, I figured it'd be an easy victory," Humongosaur smirked, feeling an easy victory coming on. "Even though we still didn't know what you were doing with a Tachyon engine, let alone a Black Hole."

Albedo cackled at hearing that, as he asked, "Do you really believe that up there is a Black Hole? It's far from a mere collapsed star." He looked upward, and smirked at his work, "It's actually the end result of research from Azmuth's golden days. Although he was far too cowardly to even go forth with this research, let alone build it."

Humongosaur arched an eyebrow at hearing that whatever was being built was involved with work Azmuth did, as he asked, "So what is it? A fancy space gopher hole?"

"A portal to another dimension," Albedo answered, "Another dimension leading to an alternate Earth. Maybe one where there aren't any annoyingly stupid teenage heroes." He spotted the credulous look on Humongosaur's face. The evil doppelganger put his hands to his sides, as he shook his head, tsking, "Oh, come now, Tennyson. Don't tell me the theory's never boiled inside your feeble head?"

"Alternate Earths? Sounds like another theory gone untested," Ben quirked. But thought about it nonetheless, "But then again… there was that time a year ago with that 23rd Dimension trip."

"I assure you, they're quite real; Azmuth's research stated the obvious, despite him never fully testing the theory," Albedo defended. But as the two were standing by, an unseen figure was climbing from one of the Carrier's inner ladder vents, overlooking the scene. "Think about it, Tennyson: Infinite Earths with Infinite Realities. For instance, on one Earth, our roles are reversed, in which I'm the hero and you're the psychopath. Or in another one, in which mankind has evolved into creatures of the dark. Or others where mankind didn't evolve into what we are, but something else. Or a world where nuclear war wiped out all of humanity, or even one in which Earth was thrown out of Orbit."

"Okay, I get it. I don't need a lecture coming from you of all people," Humongosaur interrupted, but then pieced it together, "The Holo-Nav computer; that wasn't a map of a solar system. Those were the Alternate Earths you were blabbing about. Although I don't get it, you've wanted to take over this earth, or in the very least annihilate it, so why would you…?"

"I mentioned before when I was enlightened by Azmuth's superior brain that we are not universal, but rather… Omniversal," Albedo pointed out, as he opened his palm. Then on display for the Omnitrix bearer to witness was a similar map of the alternate earths that looked like they were all connected by tree roots. "I stated before that even though if I were to destroy you in this Earth… you would still exist in alternate earths."

"But fortunately, there is a way to ensure that Ben Tennyson will never exist at all." Vilgax stated with a demonic smirk.

Humongosaur sighed, as he asked, "Okay, I'll bite. What's the way?"

Albedo made the display scroll up, as he explained, "I believe the secret in all these alternate universes is that with every action is a reaction. Every choice we make or don't make, in itself creates a new world. Or in this case a new Earth. That is the secret of the Universe…"

"I asked for an explanation, not a lecture," Humongosaur groaned.

Albedo huffed at being interrupted, so Vilgax filled in the blanks, "Albedo believes that these universes branch out from a main universe. An Earth Prime, as it were. To put simply, in order to defeat you completely from my life, I intend to destroy the Earth Prime. And once that happens… the branches will fall off with it."

Humongosaur then blinked, as he realized what would happen, "You're gonna destroy all the earths?! That's insane!"

Vilgax smirked, "If it means you and all other Tennyson's from all timelines and realities will die along with it… then it's the sanest plan I've ever come up with. However the planets destruction will happen only after I destroy the Ben Tennyson of Earth Prime and take his Omnitrix. Once that's accomplished I'll destroy the planet and with that all the others will fall with it, leaving no force in the universe to challenge me and the army I'll have."

"Ha then your just going to end up losing cause if that Earth's Ben is anything like me you'll just end up getting your butts kicked by him." Humongosaur laughed.

"Not once we ally ourselves with our Earth Prime counterparts. Since I doubt you or your other selves can beat 2 Vilgax's and Albedo's. Not to mention with the secret plan we have set up for dealing with your counterpart once we have allied them, the only thing that'll await you is imminent destruction and annihilation. I must admit, this Vilgax's plan is certainly quite ingenious and I'm surprised that I didn't come up with it myself" Albedo confessed since he had to admit it was quite a masterful plan. Although he was much smarter than Vilgax he had to admit that the space conqueror certainly knew how to think out of the box better.

Humongosaur snarled, as he charged forward, "Then that's an even bigger reason why I gotta stop you!" But then suddenly, a figure hopped in front of the Vaxasaurian.

The figure was revealed to be a male, lean muscular build that Ben believed was in human form, he appeared to be seventeen of age, with chalk white skin. He wore a black material outfit; a black turtleneck with a black leather jacket with armored shoulder pads, the right sleeve torn off, with a Taedenite chain wrapped around the right arm, with two mean looking futuristic meat hooks attached to the ends, a pair of black leather pants with knee guards that had spikes, and a pair of futuristic boots with boosters on the ankles. His face was covered by a black mask with red demonic lines. Whoever this guy was, he was getting in his way; as Ben 10 was gonna deliver the smack down on him.

Humongosaur didn't look impressed at this guy, as he cracked his knuckles in anticipation. "Seriously? After all the bounty hunters, assassins, and mercenaries you throw at me? Please, Vilgax. You're not even trying anymore; besides, I've beaten all your goons!"

Vilgax smirked, "Not this one, you haven't."

Humongosaur huffed, as he threw a punch at the new figure…. Only for the new guy to catch it, and even hold it down. Humongosaur struggled to break free of this figure's strength, but it proved that the new guy was too strong. He then lifted Humongosaur high in the air, and swung him around and around, until he threw him at the wall. In a flash, Ben reverted back to normal, as he smacked into the wall back first. He slumped down, as he groaned, "Ooh, what the heck is this guy eating for breakfast? Steroids mixed with heroine?"

Vilgax allowed a smirk to spread on his face, as he explained, "My newest associate is an Albeeno-Czarnian. Or rather… the last Albeeno-Cznarian. One in which I adopted and trained for him to be the most ruthless enforcer/bodyguard for my reign once I…"

"BOOOORING! You're talking too much again Vilgax." the masked alien stated, as his mask folded into his jacket, revealing him to have chalk-white skin, short cut black hair, and yellow eyes with black rings around the eyes. "Now then Ben Tennyson I hope you can provide me with some fun." He then pulled out his chain, whipping it around like a jump rope or a ribbon, as they dug into the metal floor. "Because if there's one thing I hate more than fighting weaklings is fighting guys I thought would be tough but instead end up disappointing me." he then jumped in the air, whipping the chains around like whips, spinning like a top in the air at Ben, as he shouted, "BANZAAAAAAAAAAAAAAAI!"

Ben paled, as he ducked out of the way, as the hooks dug into the spot he previously was in. Once Ben hopped back onto his feet, the albino alien continued to whip and slash at him, with Ben easily dodging them. He was really thanking his training with Gwen as the results were showing well. He was glad he listened to his Grandpa about not relying on his Omnitrix so much. He not only trained with Gwen but also did some weapons training with Rook and Grandpa and learning to use the Proto-Tool. Though Rook stated that he should get his own, considering Ben had a tendency to fire a laser accidentally at him whenever he used it.

Ben leapt-dodged one more attack, as his opponent stopped in his tracks, and smirked, "Well, well. You're certainly agile for a human. But if running's all you can do then you're better of leaving the fighting to professionals."

"Seriously, dude," Ben asked. "Who are you?"

The Albeeno-Czarnian stopped, as he smirked, "Oh, I'm sorry, Skippy. Introductions are in order. Although you're not worthy enough to know my real name my master Vilgax gave me the codename name Death. It stands for Deadly, Enforcer, Against, Threatening, Heroes. Quite a fitting name don't you think considering what I was trained for? I especially like it when my targets say my name before I end their lives so that when people ask who killed them they'd say it was Death." He then looked to Ben and innocently smiled. "That sounds very ominous don't you think?"

"I think you're a certifiable nut with a big mouth," Ben truthfully commented on to the weirdo.

Death gasped in shock, gasping in shock, until he finally smiled, "Thank you." He also stated, "My name also rhymes with breath, which I can totally assure you'll be taking your last one before Death is through with you… See? it rhymes. Hahaha! I'm a poet and I didn't even know it! Ha!" he laughed hysterically at his own rhymes.

Ben sweat dropped at this guy, and looked to Vilgax, "Seriously? This guy is supposed to be your ultimate enforcer? He's a nut ball. Where do you even find a guy like this? In the null voids loony bin?"

But then Death snuck up behind him and pulled at Ben's underwear, giving him a wedgie as he cried out, "DOUBLE WEDGIE ATTACK! AHAHAHAHA!" He then noticed Ben's underwear, as he commented, "Black spandex workout underwear? Oooh! Why didn't I think of that?" He then whispered, "The black does hide any stains… case I spill juice on it."

Vilgax just groaned at his enforcer's ridiculousness "If he didn't have that warped mind or that mouth, he would make the perfect soldier for leading his armies."

But then before Ben could recover from his surprise wedgie attack, Death wrapped his Taedenite chain around Ben's neck, and slowly started to choke him. "Taedenite's a boy and girl's best friend, Benny Boy." Death maniacally joked, as he smirked at Ben's face turning blue, "You wear it well!"

Suddenly, a com link on Vilgax's side opened up, revealing a white and red-eyed individual who looked like a one horned mask less version of Darth Vader pop up. He was Psyphon, Vilgax's number 3 man, supplier of the drones, and personal punching bag for the Chimerian warlord.

"Sir! The Plumbers are nearly wiping out our forces," the albino horned villain panicked. "I don't know how long we have until the Hammer gives in!"

"Keep fighting," Vilgax roared. "Do not let up! Tear the Plumbers apart!" and broke the com link, and turned towards Albedo, "ALBEDO! How much longer until you find…."

"Found it," Albedo smirked, as he typed in the coordinates, "Destination: Earth Prime."

The three rings then warmed up, as they stopped in the center, forming a bulls-eye of sorts. The circles then lit up creating a blind light, indicating that the gateway was fully activated, and that the Black Hole was becoming a stabilized portal to an alternate earth.

Ben saw this, as he was slowly losing consciousness, as Death taunted in a Hannibal Lector-like tone, "I regret that this was our first and final confrontation, but all things must have an end." He then held the hook part at Ben's chest, as he commented, "You're a brave person to have come this far…" But as he ranted, Ben's hand made it to his Omnitrix, as he shuffled through, looking for the right alien. "I think I'll take that nice jacket you have on, it'll make a sweet trophy for me. And then I'll eat your heart," Death said, and then finished all goofy. "Plus I'll be stocking up on earth's delicious pizzas before we destroy the planet. I'll enjoy the view of its destruction from up here while eating endless pizza."

"Eat this," Ben managed to wheeze out, as he slammed the Omnitrix down, and changed into his alien.

Ben's body immediately swelled up like a balloon. His entire body turned white as his head was pulled into his torso. Yellow plating appeared on his back while his arms and legs turned trunk-like. His mouth filled with short but sharp teeth. His eyes turned completely yellow and it was obvious his muscles became quite advanced. On his forehead was the mark of the Omnitrix.

"Cannonbolt!" he shouted, as he flexed his arms.

**Omnitrix Encyclopedia**

**Cannonbolt A.K.A. Arburian Pelarota**

_This alien hails from the planet Arubia. Although the planet was destroyed by a cosmic entity in the past, Ben's form is possibly the last one in existence. Its body is covered with near unbreakable plating which can resist heat, laser, and even acid. They can coil themselves into a ball and roll themselves into their opponents. However, they aren't the fastest species in the universe, due to their stubby legs, and cannot turn quickly, giving fast opponents an advantage in agility. However, this alien is a mean opponent to deal with; like getting hit by a cannonball at such a velocity._

Death looked at the form, as the chains couldn't contain his fat neck, as he gulped, "I'm in trouble, ain't I?"

"Yep and you can bet this is going to hurt you more than me." Cannonbolt smirked.

He rolled up into a ball, and spun fast, making velocity, as he sped all around the room. However, the chain was still around him as Death was dragged around, like a skier being pulled by a speed boat. The two raced around the room, bouncing off walls, with Death being dragged around in the process, as he screamed like a little girl. However, the two finally made it towards Vilgax and Albedo, who jumped out of the way to avoid the collision coming towards them. A loud crash was the end result of the collusion. A crash into the computers as the coordinates were scattered and a new Earth was chosen as a result

Albedo groaned, as he saw the coordinates had been swapped. "No! The coordinates! We've lost them!"

"Can you fix it," Vilgax shouted, as he grabbed and threw Cannonbolt and the still attached Death off to the side.

"He just said he lost the coordinates." Cannonbolt stated. "What do you think?"

Vilgax was about to stomp over to Ben and smash him. But then suddenly, they all heard a loud metal roar coming from the front of the Hammer. It had reached the portal, slowly entering it… but as it did so, it was slowly coming apart.

Albedo's eyes widened with fear, as he realized what was going on, "No! I hadn't calculated this."

Vilgax looked to the Ben lookalike, as he roared in anger, "What is this?! What's going on?!"

"The Tachyon generator has targeted the new selected Earth and the systems going into overload causing the vortex's gravitational pull to increase and suck the ship in. Albedo answered full of panic "The portals tearing the Hammer apart and we have no way of pulling back."

Hearing that, Cannonbolt gulped, "Oh boy."

"I do not like this one bit!" Death shouted.

**Back in Space**

As the remaining Plummer forces safely made their distance, they felt that all was lost on this final mission to take down the Chimerian Overlord. However, as they all backed away, they heard massive explosions coming from the Hammer. They all gazed in fear and awe, as they witnessed the warship being sucked into the supposed Black Hole. The vortex itself was spiking and dancing with lightning bolts; possible discharge of the portal's growing instability. As the Hammer was finally sucked in, the portal began to close; a whirlwind of clouds circling the hole, as it finally started shrinking.

And then, with bright starlight forming from the cracks, a mighty explosion erupted from the closing portal. The black void of space lit up with blinding light, as everyone shielded their eyes. Once the roaring of the explosion faded, they all looked up, to see the clear void of space once again, and only a small dust debris was scattered around the spot to where the gateway was once at. Once they saw the Hammer gone, along with Vilgax, they all cheered in victory. The reign of Vilgax was finally over.

However, to those who knew that Ben Tennyson was still aboard… it had come with a price.

**Next Chapter: The World of Magic… Meets Ben 10!**


	2. World of Magic Meet Ben 10

**Author's Note: It's not the official bio of Jury Rigg's species, but it's all I got on the ideas about him.**

* * *

**Fairy Tail: Omniverse Invasion**

* * *

**Chapter 2: The World of Magic… Meet Ben 10**

* * *

**The World of Earth Land**

Most of the known part of Earth Land is occupied by a very large peninsula, with some isles of different sizes being scattered in the sea surrounding it, and the peninsula itself being linked to the mainland, whose geography is mainly unknown.

The territory seems to be split into several countries: The Kingdom of Fiore being one of them. Fiore was occupied by a smaller, secondary peninsula sprouting from the main land, to the west. The Principality of Veronica, a small country located in the Mountains north to Fiore. The country of Seven, occupied a peninsula northeast of Fiore. The country of Bosco, located east of Fiore. The Country of Iceberg, located to the east of Seven, northeast of Bosco, north of Joya, northwest of Bellum, and west of the Pergrande Kingdom. And so on which expanded the boundaries of Earth Land.

But there was one thing about this world more than just the kingdoms. It was a world of Magic.

Magic had been around for centuries in Earth Land and Fiore. Every type of Magic came from The One Magic, the original source of all types of Magic. Magic was once oppressed and feared, but gradually became an everyday phenomenon. Magic was bought and sold in this world every day, but only about 10 percent of the populace was able to be born to use it naturally, like it was a part of them. It became an integral part of people's lives.

And there were those who used magic in life as their occupation. They were referred to as wizards, or more commonly known as Mages. The wizards belonged to various guilds, and performed jobs on commission. There were a number of large guilds within the country. And within one city laid a very particular guild, known to be the most powerful. A guild were various legends were born… or rather, would continue to be born long into the future.

It was called Fairy Tail.

* * *

**Fiore**

Fiore was one of the countries located on the Earth Land. Fiore was located on the westernmost peninsula. It was surrounded on three sides by ocean, and had land borders with Bosco and Seven. A neutral country of roughly 17 million people. Additionally, Caelum and Fiore combine their sea trade routes. It is a state in which the current regime is a monarchy and is ruled by a King, who is the head of the government. Next to the King is the power exercised by the government. The part of the government responsible for the supervision of the Magic and the guilds is the Magic Council. It supervises guilds, including outlawing their activities, has the ability to appoint Wizard Saints, gives official orders and sends complaints to the Guild Masters.

The capital was Crocus, and the monetary unit in Fiore Kingdom is a type of currency called Jewels. Not the actual gemstones but a form of coins called Jewels.

* * *

**City of Hargeon**

The City of Hargeon was a large port town located in the southern part of Fiore, near Magnolia Town. Hargeon was one of the Fiore's ports and also one of its most beautiful old towns. The town was more prosperous and renowned in fishing rather than Magic, because only 10% of the people in the town have the ability to use Magic. Like any port city, it had its own large marina, located in the southern part of town. In the town, there was also a train station and a public park.

But at the moment, most of the activity was going on within Hargeon Restaurant. It was a large two-story building with tan walls. There were at least seven windows on the front side of the building. The windows all had blue shutters and the windows on the top floor were covered by a fish net that hung down from the roof. The roof of the building had purple shingles. A sign could be seen above the restaurant's entrance. On the sign, a purple fork and a blue knife were crossing and the word Restaurant was written above them. There were several sea themed items lining the fronts of the buildings. Those included: Several floaties, an anchor, etc. There were also several barrels lined across the front.

But the real action was starting at a table outside, with four… or rather five, individuals sitting together.

The five of them sat together at a table, taking their lunch for the day before the journey onward home. Well, actually four of the members sat at the table, while the fifth member sat on top of the table.

The first one was a lean, muscular young Caucasian man of average height with a slightly tan skin tone, black eyes, and spiky pink-colored hair; he also had a red guild mark located just below his right shoulder. His outfit consisted of a sleeveless, gold trimmed, black waistcoat, often left open and untucked, exposing his bare chest, white knee-length trousers, a thick black wristband on his left wrist, black open-toed sandals and the scale-patterned scarf. He was Natsu Dragneel, a Fire Dragon Slayer Mage, and one of the most powerful members of the guild, Fairy Tail. At least that's what he believed when the fact was he only in the top ten rather than the elite five.

The second companion was trying calmly to sip on a cup of tea, but she was too ashamed about something. She was a young Caucasian maiden with brown eyes and shoulder length blonde hair that was usually tied by ribbons in a variety of colors in a small ponytail to the right side of her head with the rest of the hair loose. She had large breasts, and a curvaceous body. On the back of her right hand was a pink guild mark of the same make as her companion. She wore a sleeveless blue and white shirt, a black mini skirt, and black leather high heeled boots. Strapped to a belt around her waist was a whip with a heart-shaped end. And on the right side, was a pouch holding golden keys. Her name was Lucy Heartfilia, a Celestial Mage, and the newest member of the guild, Fairy Tail.

The third companion was a small blue cat-like creature with a white underbelly. He had a rectangular head, with pink ears, big black eyes with small, thin eyebrows, and light blue cheek marks near to his tiny whiskers (two on each side of his face). He had a triangular nose that leads to semi-round upper lips on the sides. The creature's body was rectangular too, and seemed to be able to walk on his own two feet, but right now was sitting down. Despite having no thumbs, he was able to hold things, like the big fish he was gnawing at. He had a long, white-tipped tail; and the other parts of his tail are blue. Additionally, the creature was able to use his tail to hold onto objects, like a second fish. The creature was seen carrying around a green backpack, where he kept food and items that could be used in battle. This backpack also covered his green Guild Mark that was on his back. His name was Happy, Natsu's best friend and partner, as well as the little comic relief of the group.

The fourth member of the group was a Caucasian fellow of eighteen, with spiky black-colored hair. He had dark blue eyes, and his body was toned and muscular. He wore a necklace with resembled a sword with a stone in it, a metal bracelet and a chain which was attached to the belt loops on the right side of his blue pants, which he wore alongside a pair of black boots. He had a dark blue guild mark below his collarbone on his right pectoral muscle. His name was Gray Filibuster, an Ice Mage of Fairy Tail, and had a sort of friend/rival relationship with Natsu.

And finally, the fifth member was a Caucasian female beauty who was nineteen years of age, with long scarlet colored hair, and brown eyes. She had a slender figure that would be described as amazing and like Lucy had large breasts. Her attire appeared to be a custom made armor by the Heart Kreuz smiths, a blue skirt, and black boots. Her guild stamp was blue and located on the middle of her left upper arm. Her name was Erza Scarlet, a Mage that specialized in Requip Magic, allowing her to requip not only armor but different outfits as well, allowing her to change her attire at any given time. She was known as Titania and was one of her guilds very strongest Mages which was backed up by how she was ranked in the top 5 of Fairy Tail's members with her Guild Master in first place, their ace mage in second as for who came in third that was currently debatable given how their guild masters grandson Laxus and the mysterious Mystogan haven't fought each other to see who's the best of the three, which was just fine with her.

And right now, aside from enjoying a piece of cake, she was silently furious.

"You do realize the significant dangers you've gotten yourselves into," she asked, as she set her plate down, and looked at them sternly. "You do realize you'll be punished."

At that moment, both Natsu and Gray paled at this, as they freaked out, as Natsu shouted, "DAAAAAAAAAAAAAAH! YOU CAN'T BE SERIOUS!"

Even Lucy freaked out as she nearly screamed, "Wh-wh-what kind of punishment are we talking about here? I mean, I know we shouldn't have taken the S-Class mission, but what would happen?"

Even Happy stopped nibbling from his fish, as he reassured Lucy, "Oh, don't worry. Erza may be harsh, but she's actually a lot nicer when she gets to know you, or when you get to know her better."

Lucy sighed in relief, as she heard that, "Oh, that's comforting…"

"It's the Head Master of the Guild you should fear," Happy finished, as a dark aura fell over the cat, as he still smiled. "Once word gets out to what we did… he'll do _that_ to us."

Lucy paled again, as she whimpered, "That? What's That?"

"Who cares," Gray managed to calm down, as he sighed defeated. "That whole mission, and all we got was a Celestial Key. To which you have, Luc."

Lucy managed to forget her fear a little, as she pulled a key out, and mused to look at it: the Celestial Key of Sagittarius. From what Lucy had learned, Sagittarius was a horse constellation, as well as the Spirit took the form of a man dressed in an anthropomorphic horseman dressed as an archer. Lucy had already made the contract and the details of it, so she was fine with it.

But then Happy flew in and whispered, "Punishment…"

Lucy then returned down in the dumps, as she groaned, "Well, at least things can't get any worse."

But before the talking blue bipedal cat could answer her, the ground beneath them began to shake. It started as a light shake, but then grew even more, as the streets shook like crazy. Knocking over carts, causing cars to crash, and causing mass hysteria. And even worse, it knocked the table over to where Natsu and the others were sitting at, knocking Happy down on his butt… and Erza's slice of cake to spill on his head. Then all of a sudden, without warning, the skies roared out like a lion for food, or endless thunder echoing through the air. The skies turned darkened purple as well, glowing eerie and dark; it was almost as if the atmosphere was becoming distorted from outside forces, as everyone looked up at this strange event. And then without warning, a rip within the sky slowly started to tear open, sending mass hysteria to the populace below. It slowly began to open until finally, the tear ripped open as fast as someone tearing a piece of paper in half, opening a black rip with lightning shooting out of it, nearly frightening everyone in the process. People thought that the tear was Dark Magic, and that Dark Mages were invading the area.

But as everyone panicked, only the Fairy Tail Mages could see that something slowly started to make its way out of the tear. A strange iron ship began to slowly make its way out of there. Once that happened, it suddenly rocketed out of the area, disappearing over the horizon, but not before two objects broke from it. One larger object heading straight into Hargeon Park, and a smaller spherical object falling outside the city walls. A tremendous quake from the larger object erupted as it made impact into the park, shaking the town once again to its core. Once that happened, the tear in the sky sealed itself up, and once again a clear blue sky was shown again, as if nothing had happened at all.

Once things had settled down, the townspeople were all confused as to what had transpired. But they were all gossiping on the object that had crashed into their own park. And so, they all raced to see what it was, while the Fairy Tail members looked to each other for questions and answers.

"Okay, what the heck was that" was all that Lucy could ask aloud.

Happy flew up as he stated, "A falling star!"

"FALLING STARS DON'T CAUSE THE SKY TO RIP OPEN!" Lucy shot back.

Natsu got back up, looking fired up at the moment, "Well, whatever it was, let's check it out." And dashed for the park like a crazy man, completely unaware of what dangers that lied ahead.

"Natsu, wait up," Gray reminded him, as he ran off…. In his underwear.

Happy grabbed the clothing and flew off after him, "Gray, wait! You forgot your clothes!"

Lucy just sighed, as she chuckled nervously, "Well, maybe we should at least see what that bigger one was. I mean, that little one was probably just a…" But then she gulped, as she saw Erza fuming with rage; a dark aura seething behind her. "Eh, Erza…" she gulped.

"That falling star made me drop my cake," then suddenly, two swords materialized at her side, as she grabbed them, and roared, "I'LL KILL IT FOR THAT DISGRACE TO DESSERTS!" and raced after the others, screaming bloody murder, " STAY OUT OF MY WAY WHILE I KILL THAT FALLING CHUNK OF SPACE ROCK!"

Lucy gulped at that, as she slowly followed behind.

* * *

**Era**

**Home City of the Fiore Magic Council**

Era was a large town that served as the headquarters for the Magic Council. The location of this town was currently unknown. Era is a large town, built around a high, rocky mountain. The mountain nested the headquarters of the highest authority in the world of Magic, the Magic Council. The rocky mountain is located in the heart of the city, and it features a jagged pathway that encircles the circumference of the mountain as an entrance into the Council headquarters. The town is surrounded by forestry and snow-peaked mountains, which could be seen from the Magic Council headquarters' meeting room. The Magic Council was the ruling body of the world of Magic.

As the main ruling body of the entire Magic world, the Council possesses almost utmost control over it, acting as a leading government of sort. The Council ruled all of the legal Guilds scattered throughout Earth Land, overseeing them and keeping them in check, and they are responsible for the events caused by Mages, also possessing the right to punish Mages who break the law and to confiscate Magical artifacts which could potentially cause large-scale damage (as shown from the Lullaby being in their hands after the Eisenwald incident). Among the things prohibited by the Magic Council is the use of Magic for assassination, something which, if perpetrated, could lead the Council to oust the offender's guild (as shown with "Shinigami" Erigor and the Eisenwald guild). The Council also had the right to apprehend Mages charged with crimes anytime, with their messengers being highly respected. Some people went on to say that "_Even if something is white, once a Council member says it's black, then it becomes black_", showing that the Council's authority was extremely large in the Magic world.[1] However, despite this, the Council was known for sometimes displaying its power as a mere formality, finding scapegoat Mages and trying them of recent, calamitous happenings just too subsequently release them without any punishment, something which happened once with the Fairy Tail Mage, Erza Scarlet.

But now, things were looking to a different direction. A few of the more prominent members were gathered together, as they were discussing a certain incident that had happened only minutes ago. One of them, a short old man, with thick light-brown eyebrows and a small toothbrush mustache that reached halfway to his mouth, and wore a brown long sleeve shirt with black vertical stripes and a black three-spiked hat. His name was Yajima, one of the eldest members of the Magic Council, and a friend to the Guild Master of Fairy Tail.

"I think we all know why this meeting was called here in private, before it made public," Yajima spoke up to everyone. "The strange occurrence that had happened moments ago."

"It was almost as if the Gods had torn a hole through the fabric of space and time," A frog man stated, looking rather concerned.

An elderly woman stated, "We need to investigate on this. Where is Siegrain and Ultear? They're supposed to be here."

"They're dealing with matters elsewhere," Yajima answered. "I think we can come to a conclusion that we should at least send a team down in Hargeon to investigate this matter, all in favor?"

"Aye," they all said in unison, and the decision was made for an investigation of the events over Hargeon. However, no one was aware that from the shadows, they were spied upon.

In another location of the building the two members that were missing from the meeting were conversing with one another on the subject. One of the two was an exotic female; a pale-skinned woman with dark purple hair and brown eyes. She had a rather voluptuous figure, and she wore a long revealing dress, sporting a striped pattern. She was Ultear, the female member of the Magic Council, and possibly one of the youngest members.

The other one was a young Caucasian man whose most prominent features were his blue hair and a red tattoo under and above his right eye, which he has had since his childhood. He was dressed in elegant yet simple robes; consisting of a long white tunic with black stripes across the edges and on the upper part of the arms, a decorated collar, large straps connected to decorated buckles closing the inducement on the front over a dark shirt, and matching pants and shoes. He was also sporting a ring on his right middle finger, and usually had the medallion attesting his status as one of the Ten Wizard Saints around his neck, hidden by his jacket's collar. He was Siegrain, one of the members of the Magic Council.

Once they heard about the decision, they conversed with one another on this important subject. "Very interesting," Siegrain mused, as he stroked his chin, "The sky ripping open, and objects falling from the stars."

"Do you think this could be the work of Dark Mages," Ultear questioned.

"Not really certain about that. Dark Magic is capable of many unnatural things, but nothing as unnatural as this," he deduced. "Whatever's going on, we need to start our own little investigation without the council knowing too much of this. We need to know who or what caused all this." Ultear nodded to this, and walked off back into the shadows to start their private investigation. Although Siegrain smirked in the dark, as he thought to himself, 'This Dark Power could tear a hole through space and time, it might aid in the Tower of Heaven. Either if it'll help or interfere, it will keep the Council blind to the true intentions.

* * *

**Back in Hargeon**

**Hargeon Park**

All the citizens had raced over to the park, just to find out what the fallen star or whatever it was, to know whatever it was that crashed in the park. The strange object was in a deep crater, smoking off steam from the impact of the fall. The members of Fairy Tail squeezed through to get a good look at it, and once they did, they didn't understand what they were looking at. From what they saw, it was a giant black and red ball, curled up and red hot from the heat of the impact. They all just blinked, and whispered to each other, trying to figure out what on earth, or if this thing was Earth, it was.

Natsu sniffed the air, as his face scrunched in confusion, "Hmmm. It doesn't smell like molten rock…or even space rock."

Lucy blinked as she asked, "How can you even smell it? You've eaten space rock before?"

"No, but he did eat magma once," Happy stated, smiling at that.

Gray grimaced at that memory, "I remember that. That was pretty stupid of you to eat hot molten lava like that."

"WHO ARE YOU CALLING STUPID!?" Natsu roared out, forgetting about the mysterious object.

"I have to agree with him on that." Lucy sweat dropped. "Who in their right mind would eat lava?"

However, Erza was looking at the fallen object; her gaze never leaving it at all. Something was rather… otherworldly… about this thing. Suddenly, the red spots on it began to light up, showing strange rectangular patterns inside them. It hummed to life, first as a slow and steady hum and it build up to a loud roar. Her eyes wide opened with surprise, as she called out to everyone, "EVERYONE GET BACK!"

Not wanting to argue with a Mage, everyone backed away, as did her fellow guild members. Once Team Natsu had backed up more, along with the crowd, they saw the sphere began to stretch and fold out, taking a different shape. The shape was obscured by the major dust clouds that were forming around the hole. The shape was growing to gigantic proportions, and soon sprouted massive arms, and a curved head with a stocked skull dome. Once the dust settled, the creature was shown to the whole city, as well as to the five members of Fairy Tail.

The gigantic being was roughly 40 feet tall, with more humanoid features of its torso, and had three insectoid legs. Its arms were large and powerful, with silver clawed hands that flexed about, feeling their first chance at freedom. Its chest, pelvic region, forearms, and head were all armored in red metal, while the exo and endo-skeleton metal armor. its two front legs and back leg were insectoid, carefully balancing the body as it climbed out of the hole. And its head was curvy and domed, with two insect red eyes blazing with light, showing that it was wide awake.

It looked around, as Happy was able to speak out, "Maybe it's friendly."

The Giant Drone continued to look around and about, causing the citizens to become scared and wary at this gigantic figure. What no one knew of this being, was that it was looking for one subject in particular: Ben Tennyson. Which was what the second object was when the Hammer had disappeared. But as it intended to search for the unique energy signature that the Omnitrix gave off, it was picking up something else. All it could scan was massive unknown energy spikes all across the area.

It was then that the A.I. realized that it came from the humans down below its feet. Nobody could have known that Magic energy was also a lot like mana, which was common from its dimension of origin. So it only made sense that the scanners would detect such massive spikes of it in one area. Realizing that it was surrounded all over the area, it now knew that before it found the Omnitrix, there was one thing to do first now.

"ENERGY INFUSED LIFEFORMS DETECTED," the Drone called out, sounding out a horn-like echo, much like the Tripods from War of the Worlds. Cannons then popped out of the palms of its hands, as well as the back of its arms, as it aimed for all the citizens, "MUST DESTROY MAXIMUM THREATS… WITH EQUAL PREJUDICE."

Then Lucy screamed out, "Or maybe it's not!"

* * *

**Not Far**

Not far from the town, was the other smoking crater of the secondary object. Out of the dust, Cannon Bolt wobbled out like a penguin out of the arctic. "Gugh, man. I never wanna do that again. Cannonbolt or not." he groaned and in a flash, changed back into Ben.

Even though his transformation saved him, his clothes were still not as good. His shirt was halfway torn, exposing his toned chest, and his pants looked worse for wear. Although his sneakers looked like they survived the blast. Once he steadied himself again, he looked around his surroundings, and realized he must have landed back on Earth.

"Huh, must've been a dud on that Dimensional Gateway thing," Ben surmised, and called on Rook. "Rook, can you hear me? Rook are you there? Do you read me Rook," he tried to call, but all he seemed to get was static, as he finally shouted, "ROOK! GRANDPA!" the static continued, until he finally gave up, as he sighed, but was confused, "Why isn't anyone answering?" He then got a good look around the area, as he wondered where he landed, "Where the heck am I? Eastern Europe? Western country? This place doesn't even look familiar… maybe the dimensional gateway really was a success and he was now on what his enemies called Earth Prime?"

But then his thoughts were pushed elsewhere, as he heard an explosion not too far. There, he saw a town, being under attack, by what appeared to be a Giant Hammer Drone. "It must've fallen down with me when the Hammer crashed," he concluded, as he switched on the Omnitrix, and changed into XLR8. "I'll have to put the search on Squidbeard on hold for now," he told himself, "Right now… it's Hero Time!"

And sped off towards the city of Hargeon, unaware of what surprises were in store for him.

* * *

Meanwhile

Back in Town

Back in the town, the drone was making a mess of everything, as it tried to kill everyone. All citizens panicked and ran for cover or to escape from the town, but the drone shot at the walls, blowing up the gates. The drone entered through the destroyed gates and held out its massive clawed arms where two large red circles lay in its metallic palms. Its eyes and the circles in its palms glowed and a loud humming echoed through the air.

It fired.

Four terrifying beams of crimson slammed into the ground and sent concrete and cobblestone flying everywhere. A massive trench was torn through the city before the four beams melded at a single point before causing a massive explosion. A dome of crimson created a massive crater in the ground and a few of the houses in the area had been reduced to rubble. The ground then began to quake as the drone continued on its march, firing haphazardly at anything that moved in front of its vision.

"We have to get that thing back out of the walls!" Erza exclaimed. "Too many civilians are being put in danger!"

"I think we've already lost some too." Gray gritted his teeth as he spotted an arm poking through the wooden remains of what was once a market stand.

"Lucy, Happy and I will do what we can and form a perimeter for the civilians to evacuate! Gray, hold off that...what ever it is...with an ice wall to halt its movement. Natsu, you work with Gray after that and get it outside the walls!" Erza's orders were absolute and though they didn't like doing it, Gray and Natsu knew when it was time to put their differences aside and work together.

"AYE SIR!" The blue furred feline saluted with a paw before he began swooping down and picking up people, putting them down as far away as possible from all the chaos. Lucy helped with crowd control while Erza deflected the stray laser fire from the drone. The Titania of Fairy Tail then smirked as she felt the air begin to become affected by a sudden cold front.

"ICE MAKE: WALL!" In a flash of blue magic, a massive arched wall erupted from the magic seal that appeared when Gray slammed his hands down on the ground. A gargantuan wall of ice appeared and was easily able to climb to a height that would obstruct the robotic monstrosity. The drone releasing a whirring noise before a massive buzz saw came out of a slit in its chest, trying to slice through the thick structure, however, that was put to a halt when two pillars of ice shot forth from the ice wall, hitting the drone in the chest, freezing the buzz saw and sending it skidding backwards.

"ICE MAKE: FROST GIANT!" A massive pair of fists made entirely out of ice formed in midair and rocketed towards the drone only for it to fire off laser bullets from its eyes, shattering the fists.

"FIRE DRAGON'S ROAR!" A blazing stream of fire then rocketed towards it from the side. The drone raised its arm and the tongue of yellow-orange flame washed over the limb. However, the alien technology of Vilgax the Conqueror was not to be taken lightly as it withstood the high temperatures of the Fire Dragon Slayer's attack before swiping its arm and released an arc of crimson.

"What the...?!" Natsu quickly crossed his arms in a feeble effort to defend himself as the arc of energy crashed into the ground in front of him as he tried to leap out of the way. He flew through the air, but quickly flipped in midair to right himself before planting his feet against the side of a building. His knees were bent as much as they could before he pushed off. The son of Igneeel rocketed through the air as a pair of flames ejected out of the bottom of his feet, increasing his speed due to the thrust.

The drone picked up on the high speed object that was the Fire Dragon Slayer and slashed its claws at him.

"ICE MAKE: FROST GIANT!" A massive fist of ice slammed against the arm and diverted it away from Natsu as he soared over both limbs and neared the head of the giant drone. His fists and feet them burst into flame before he attacked.

"FIRE DRAGON'S IRON FIST!" His right fist launched forward and slammed against the drone's head with a great deal of force. Due to his speed, the momentum was carried forward and Natsu's immense strength made the drone backpedal from the force.

"FIRE DRAGON'S TALON!" He rotated his body and crashed a powerful roundhouse kick that created a fiery explosion against the drone's head before going with the momentum of his strike to go into a front flip and bring down his fire encased left hand which had fire in the shape of claws.

"FIRE DRAGON'S CLAWS!" Another fiery explosion had the drone backpedaling once more.

"FIRE DRAGON'S FLAMING ELBOW!" Natsu then switched to his flaming elbow after the claw strike. The drone then went to swipe at Natsu, but the Dragon Slayer's swift reflexes saved his life as he twisted his body and grabbed onto the claw of the robot's hand and swung him himself into the air, holding out both hands as he rose higher and higher.

"Fire in right hand...fire in my left...bring them together and..." He clasped his flame encased hands together before spreading them apart to reveal the massive fireball his now held, resembling a miniature sun in some manner. "FIRE DRAGON'S BRILLIANT FLAME!" The raging fireball raced through the air and a breakneck speed and collided with the drone's chest and sent it skidding backwards before Natsu ejected flames from the bottom of his feet once more. He then performed a series of front flips to build up the necessary momentum, his arms wrapped in flames that then took on the image of wings.

"FIRE DRAGON'S WING ATTACK!" The wings slammed down on the head, sending it stumbling backwards. Gray then saw his chance and slammed his hands down on the ground while unleashing a burst of icy magic.

"ICE MAKE: FREEZE!" The basic Ice Make spell cast ice across the ground, before freezing the ground beneath the drone's spider-like limbs. The lack of friction made it slip and fall to the ground with a resounding crash before the ice continued to spread over its body. In a matter of seconds, the large drone was completely encased in ice.

"Now Natsu, finish it!" Gray yelled to the son of Igneel. The pink haired mage nodded to the student of Ur before he fell towards it, his entire body wrapped in flames.

"FIRE DRAGON'S SWORD HO-!" Natsu didn't get time to complete his attack, and both his and Gray's eyes widened when the drone's ice prison began to release a red glow. Intense heat broke through the intense cold of the ice and twin beams shot through the air as the drone speared through the ice with its eye beams. The ice shuddered and shook. Cracks spread rapidly across the ice before it was completely shattered. The red eyes beams from the drone's eyes had easily torn through the prison before it grabbed Natsu out of the air. The drone pushed itself to its feet before giving itself a little boost by unleashing some flames from the thrusters located on its underside. It reared back the hand holding Natsu before slamming the pink haired Fairy Tail mage into the ground with devastating force, cratering the ground as a result.

The robotic arm then extended, dragging Natsu painfully through the ground before he was slammed into the ice wall.

"Damn...thing...is tough." Natsu grunted in pain. "Gray, get your frozen ass...in gear and do...something!"

"I'm on it, matchstick!" Gray responded as he slammed his right fist into his left palm, frost flowing from the point of contact. "Ice Make: Bifrost!" A massive burst of ice washed over both Natsu and the robotic hand which froze the joint areas of it, preventing from squeezing Natsu any tighter. Natsu's eyes shone with red light as he called upon the magic of his dragon parent.

"BURN!" Natsu roared and soon a massive burst of yellow-orange fire raced out of his body and over the hand. The ice in the joints melted, but as a result of the rapid cooling and heating, it made the hand brittle and so the metal alloy which made up the robot drone's hand was now covered in a spider web of cracks. Natsu then adjusted his feet and gripped the hand which held him before unleashing another torrent of flames from it.

Three fingers snapped off when Natsu lashed out with a devastating flame covered fist, freeing himself from his position. The robot drone retracted its arm and stared at the area where its fingers were lost. Its eyes seemed to glow more menacingly before it began to send out a flurry of laser blasts from the blasters on its palms. Natsu quickly jumped, twisted, spun and rolled, performing every acrobatic trick in the book and then some in order to prevent himself from being hit by the attacks. Explosions occurred all around him and a blast slammed into his body making release a gasp of pain as he was sent soaring through the air and another blast followed afterwards, shrouding his body in a dust cloud from where he landed.

The drone then sensed incoming from its left and raised its arms and blocked the barrage of ice arrows from Gray as he held a bow of ice as well. The drone aimed its palms at Gray and fired bursts of energy at him. Gray quickly channeled his magic and took off.

"ICE MAKE: ROAD!" With each step Gray took, ice formed in front of him and soon the black haired teen was skating along the battleground as crimson projectiles followed after him.

"Ice Make: Cannon!" He activated his Ice Make magic again and a large handheld cannon formed in his arms. He gripped the weapon and pulled on the trigger, firing round after round of cannonballs made of ice that were twice the size of a basketball. The icy projectiles crashed against the robot's durable armour, shattering in some parts, but Gray had to quickly discard his weapon when the drone extended its limbs in hopes to grab him. An explosion of dust and rock formed behind Gray as he picked up speed.

Gray slammed his hands together once more. A ring of blades formed in the air around the drone, causing it to cease fire as it processed the sudden appearance of the ice swords.

"Ice Make: Sword Storm!" The blades reared themselves back a bit before shooting forward at a breakneck pace. However, the mage gritted his teeth as the drone suddenly rotated its upper body as its arms were outstretched. The swords shattered like glass as the high speed rotation of the drone absorbed the force of the impacts and destroyed the ice blades. Once they were all destroyed, Gray circled around the drone once more on his ice road, looking for an opening.

His eyes widened when the drone turned away from him and looked to where Natsu had landed. The pink haired Dragon Slayer rose from his personal crater where his entire shirt and one pant leg had been completely lost from the laser fire. However, being the Fire Dragon Slayer made him impervious to any forms of heat, even if it was from concentrated plasma cannons, so he was only covered in a a few cuts rather than being burned heavily.

Natsu inhaled deeply and fire and magic energy swirled within his open jaws, collecting in his lungs. His body swelled to a large size before he reared his head back. "FIRE DRAGON'S ROAR!" The rosette unleashed a massive tongue of flame that scorched the earth, leaving a massive trench of blackened and molten rock behind it. The attack slammed against the drone's legs, making it stumble a bit, before Natsu adjusted the angle of his head and raised the fire stream. The drone continued to skid backwards as Natsu's tongue of flame pushed against its chest and finally its head.

However, two orbs of crimson shone through the brightly coloured flames and twin beams of energy tore through the Dragon Slayer's attack from the drone's eyes. Natsu quickly leaped to the side as the twin blasts left a crater where he was once standing, rolling with the momentum of his jump and sent out a massive fireball.

"FIRE DRAGON'S BRILLIANT FLAME!" The fireball barreled towards the drone, but it countered with its own attack. Crimson plasma and yellow-orange flame collided and resulted in powerful dome of energy that tore the earth asunder, but luckily it was contained within the battleground due to Gray's dense ice wall. Natsu then went into a dance of acrobatic motions as the drone began to fire smaller, yet quicker, bolts of energy from the plasma cannons in its palms. As he did so, Natsu continued to fire barrage of fire balls with each leap as the robot.

Explosions rocked seemed to rock heaven and earth itself and shockwaves occurred with each collision of fire and plasma.

During the exchange of attacks, Gray saw his chance. He built up speed by skating around the drone once more before breaking off the circular path and made a ramp of ice, shooting him high into the air at an angle.

"Ice Make: Hammer!" He then raised his hands as if he were holding something and in a flash of blue, a massive sledgehammer. He made a swinging motion with his arms and the robot drone was smashed across the side of its head sending it tumbling backwards. Its internal mechanisms fixed its body and it rolled with the fall, climbing back onto its spider-like limbs, but another swing of the hammer crashed against its chest. A loud creaking sound was heard and the drone skidded backwards.

Gray then landed on the ground and Natsu raced up beside him.

"Remember that combo when we were ten?" Gray asked as he kept his telekinetic grip of his hammer.

"Don't I?" Natsu replied with a toothy grin. "We nearly beat Mira with that thing before she retired. Don't mess it up, snowman." Natsu said as he formed a massive fireball between his hands.

"I should be telling you that, firebrand." Gray swung his hammer one last time in an upward strike. The hammer knocked against the base of the drone's head, the place where a human's chin would have been. The red eyes flickered for a bit as the blow served to temporarily short circuit the drone. Ice accumulated in Gray's own hands as Natsu was building up his fire. Once they felt their magic energies were at the same level, the two Fairy Tail mages then extended their arms and unleashed massive bursts of their respective elements at the drone as it was recovering from Gray's hammer swing.

A massive blast of flame and ice shot forth from their hands, the two attacks swirling around each other to create a double helix of somesort. The drone's mechanics whirred loudly as it regained its senses, but it was just in time to see the massive attack heading towards it. Fire and ice clashed against its chest and the drone was sent flying through the air, smashing through the already broken walls of Hargeon Town. The drone landed and skidded across the dirt, tearing a massive trench in the earth and knocking over a row of trees as it came to a stop in the forested area outside Hargeon's walls.

Gray and Natsu smirked as they saw the drone laying still on its back, fire and ice coating its body in relatively small amounts as a result of their combined attack.

"Hell yeah!" Natsu whooped. "We totally kicked ass!"

"Damn right we did!" Gray grinned back. However, as the two were celebrating, their eyes widened when the earth beneath them rumbled.

"Woah!" They cried out. They quickly jumped into the air as the already destroyed streets of the sectioned off portion of Hargeon, burst apart to reveal the clawed hands of the drone. However, the jumping did nothing to stop the extendable limbs of Vilgax's giant war drone before it grabbed them and pulled them under. Gray and Natsu were dragged through the tunnels dug by the hands before they saw the light of the outside world, and the glowing red eyes of the drone.

The drone released a high pitched whir, as if it were angered, before throwing Gray and Natsu into the ground to its left. The two formed their own personal craters from the impact, and their eyes widened when they saw the drone aim both eyes and its palms at them. High pitched whining echoed through the air as the energy cannons charged.

"REQUIP: GIANT'S ARMOUR!" The moment was cut off as they saw a streak of gold slam into the side of the drone's head. Its energy charging was brought to a swift end before the streak of gold gripped the drone by its head and with a roar of effort, was swung overhead and slammed into the ground with terrific force, creating a massive crater as a result.

Erza landed on the ground before running up to her friends glad in her Giant's Armour.

This armour featured a barbaric appearance and was adorned with numerous fur trimmings around the armor's joints. The armor was also complimented with blue ornamental stripes over each piece of armour and golden animal-like ears with a blue stripe across each ear. The breastplate featured a medallion similar in shape to a four-leaf clover over the armor's collar and displayed a blue ornamented cross over her abdomen area. The pauldrons were massive in size and featured a unique design where the shouldered-sections were pointed upwards. The edges were decorated with the blue ornamental stripes and the armor's sleeves were lined with fur. The armor's skirt was composed of intricately designed golden plates that donned a fur-lined edge around the skirt and covered the upper part of Erza's thighs. The skirt was embellished with a brown leather belt that grasped the skirt around her hips.

The armour's gauntlets were shown to be different from each other as the left gauntlet covered her forearm and has a fur lining around the wrist, whereas the right gauntlet, which lacked fur, was noticeably larger and rounder as it extends down to her hand. The right gauntlet also featured a round red gem over the wrist-section of the gauntlet.

The knee guards sported protruding metal ornaments reminiscent of Dragon's wings, and the plates that partially covered Erza's thighs were held up by straps tied behind her legs. The greaves had fur sprouting from both the knee and the ankle areas. The armour was completed with Erza's footwear composed of plain blue plate armour.

"Are you two okay?" Erza asked with obvious concern in her expression. Natsu and Gray nodded as they climbed to their feet, wiping the blood that leaked from their lips.

"Where's Lucy?" Gray asked.

"She and Happy are with the civilians to give them reassurance. Plus, Lucy has no magic power left so she can't help us in the fight." Erza replied. Gray and Natsu nodded and then focused back on the drone. "You two, I'll hold it off for a while as you recuperate."

"Erza that thing doesn't go down!" Natsu exclaimed. "You need us to fight with you against it!"

"Natsu's right! Don't try to be a hero!"

"I'm not being a hero!" Erza snapped. "I'm being a mage who prevents her comrades from fighting in exhausted states! Now shut up and sit down while you recover!" As she said this, she quickly crossed her arms in front of her body as the drone fired of its palm cannons. The force of the blast sent her flying through the air, but her thick armour prevented her from being damaged.

In midair, Erza performed her Requip once more.

"REQUIP: BLACK WING ARMOUR!" This armour was black in color, sporting some silver trimming. A distinctive feature of the armour was its pair of wings, which were reminiscent of those of a Dragon or a bat. Around Erza's neck ws a neck guard decorated by several gems. Her long scarlet hair was tied up in a high ponytail, with two bangs framing her face. Her large shoulderpads, each composed of two silver-edged plates one over the other, sported silver crosses on them too, and flanked the high collar, whose shape was reminiscent of that of a dress. The silver-edged breastplate revealed a fair amount of Erza's cleavage and belly, with plates flanking her hips and reaching down to her very large waistguard, composed of very long, silver-edged plates shaped like feathers and decorated by silver crosses. The waistguard left the front of Erza's body exposed, with her groin being covered by a dark indument. The slim gauntlets came equipped with prominent protection for her hands, each sporting silver patterns. The plates guarding her legs were sliver-edged on her thighs and knees, but pitch black dark on her metal greaves.

A silver blade appeared in her hands as she flew towards the drone. The massive robot released a loud whirring once more before holding out its hands, palm cannons charging rapidly once more. A barrage of red bolts of plasma streaked towards her, but Erza barrel rolled and loop-de-looped out of the way of the attacks before attacking with her sword. The silver blade clashed against the robot's armoured plating, but her brown eyes widened when she saw not even a scratch had formed on the robot.

Her surprise left her unguarded and so Erza was batted through the air by the back of the drone's hand which Natsu and Gray had removed three fingers from. Erza tumbled through the air and quickly held up her sword as a punch from the robot smashed against it. Another punch followed afterwards and she was raised into the air as it tore through her guard. The robot then clasped its hands above Erza and slammed them down on the Titania of Fairy Tail. The hammer strike sent Erza rocketing to the ground where she tore a trench in the earth as the robot fired off its energy beams from its eyes once more.

Erza lay at the end of her trench and crater covered in a few burns as her sword protected her from the brunt of the attack. She then climbed to her feet and flew into the air once more. She avoided more energy blasts and then her sword glowed with silver light. She spun around and slashed the air, unleashing a powerful arc of silver magic energy.

"MOON FLASH!" The attack tore through the plasma bolts and crashed against the drone's body with a devastating amount of force that sent it skidding backwards. She then zoomed towards the drone, aiming to take out an eye as she stabbed her sword forwards, but the drone raised the hand which was missing its fingers, but now the hand was missing its plasma weapon as Erza's blade stabbed through the sensitive focusing mechanism. A loud humming was heard and Erza quickly retreated before a massive explosion occurred, taking the robot's hand with it.

The one handed giant war drone then fired two blasts from its eyes, but Erza avoided them and began to counter with Moon Flash attacks.

Unknown to the three Fairy Tail mages and the giant war drone, XLR8 had zoomed towards the city, and stopped as he saw the main gate destroyed. He looked to the side, and raced up the wall, with little struggle or difficulty in such an action. Once he got up to the edge, he stood and looked at the drone's towering form as it seemed to be firing at absolutely nothing. However, his green eyes narrowed and then widened as he caught sight of what looked like a flying woman, slashing at the war machine.

He blinked at this, as he asked himself, "Who are these guys?" He then sped off to go and see what was going on.

* * *

Back in the Battle

The battle wasn't going so well, as the drone couldn't be stopped. Knowing fully well that her sword couldn't do damage, Erza couldn't stand back, "This thing has to be taken down now! REQUIP: ONE HUNDRED BLADES!" With this, a hundred swords materialized in the air, hovering all around her, as she charged with them, telekinetically following with her, as she attempted to stab at the drone's chest.

However, the drone detected her presence, and swatted the swords away, along with her, as she was thrown through the air and slammed into the ground near Gray and Natsu. However, Erza rolled with the fall and soon had her hundred swords ready to use. They circled around the body of the giant robot like electrons around an atom's nucleus. Erza held out her hands and focused, keeping the swords in motion while also placing them back into their positions when the war machine fired off energy bolts to knock away the swords.

Erza then clenched them tightly into fists. Her swords responded and all one hundred blades raced towards the war drone. But her attack was for naught, and with wide eyes, Erza could only watch as the drone spun its torso around and used the centripetal force to repel her one hundred swords. Her blades stabbed themselves into the ground and trees, and she, Natsu and Gray were forced to avoid some as they were sent right towards them.

The drone then stopped spinning and immediately targeted the three Fairy Tail mages. One shot from the remaining cannon in its remaining hand towards Erza, while two others fired from its eyes and zoomed towards Natsu and Gray. The red light cloaked their bodies, and the heat was felt on their skin as the attacks grew closer and closer. The three Fairy Tail mages clenched their eyes tightly and prepared for the impact...

Five seconds passed and still no pain was felt.

"Huh?" The three of them had their eyes wide open and they looked around before finding themselves being set down on the ground, away from the war drone. Their eyes widened even further as they saw their savior was a reptilian creature.

"You guys alright?" XLR8 asked. The three mages nodded their heads, their faces still etched in shock and confusion. The speedy alien nodded his head before turning to the war drone as it zeroed in on their positions.

"Stay right there. I'll be right back." In a blur of speed, XLR8 raced towards the war drone. Erza, Natsu and Gray's eyes then widened as they saw XLR8 slam its clawed hand down on the odd looking circle on its chest. It was brief, but the three Fairy Tail mages saw a brown haired teenager replace their reptilian savior.

Ben adjusted the dial on his Omnitrix before slamming his hand down on Azmuth's greatest creation. In a green flash, he transformed into the alien he picked.

The alien was about nine feet tall and resembled an orange and white bipedal tiger with one massive black claw coming out of each wrist and no tail. He was also very muscular and had green eyes. He wore a green and vest with an armored shoulder guard and white fur trim, Black armbands with white fur trim on the ends. He wore black pants with a black and green belt, with white bands wrapped around his calves and ankles. He bore the Omnitrix symbol on the belt buckle.

* * *

**Omnitrix Encyclopedia**

**Appoplexian A.K.A Rath**

_Appoplexians are a species from the planet Appoplexia. Appoplexians value emotional openness: if an Appoplexian has a feeling, they express it. Generally, the feeling is a blind rage. Appoplexians take great pride in their fighting skills. Appoplexians love to fight and have great appreciation for the best fighter. Instead of shaking hands when they meet, they engage in a wrestling match until one is established as dominant. Appoplexians believe any problem can be solved by hitting it. An Appoplexian's addiction to violence leads them to be quite dim, forgetting things and being easily distracted. Appoplexians are prone to referring to people by their full title, as well as beginning a conversation with "Let me tell ya somethin'!" Appoplexians have animistic tendencies, such as growling, roaring and relentlessly seeking food when hungry. Appoplexians are prone to mixing up metaphors. Appoplexians can always remember things relating to fights or battle techniques learned. Appoplexians have immense strength, as well as being durable enough to withstand a powerful laser or missile at point-blank range without a single scratch. Lasers don't scratch. They burn. The claws on their wrists can extend and by stabbing the ground, they can create a powerful shock wave._

_The Appoplexian's brains are hardwired for aggression and as such, Rath's only known weakness is his lack of intelligence and highly aggressive temperament. This causes Rath to become easily distracted and difficult to stop once he starts fighting. In the past, Rath was naked but partially due to an error from the Omnitrix. Luckily, Azmuth fixed that, which was good considering Appoplexians have a sense of shame._

* * *

As the Drone was about to swipe at the ice shield, a very aggressive voice cried out, "APPOPLEXIAN CORK SCREW!" Rath cried out, as he put his claws in front, spinning around like a top. He looked like a striped torpedo, as he slammed into the drone, sending it skidding away.

The three Fairy Tail Mages blinked at this, as Rath landed on the ground, and looked to the Drone, pointing out, "LEMME' TELL YOU SOMETHING, GIANT VILGAX DRONE WHO WANTS TO PUMMEL ME AND TAKE THE OMNITRIX! YOU MAY BE BIG BUT RATH…IS EVEN BIGGER!"

The Drone stalked over to Rath showing he was bigger than Rath. Rath cocked an eyebrow, as he ranted yet again, "EXCEPT FOR THE PART WHERE YOU'RE TALLER AND HEAVIER THAN ME..." but shook it off, as he shouted, pointing his claw at the Drone, who was readying himself to attack the Appoplexian. "BUT THAT DOESN'T MATTER! 'CAUSE THE BIGGER THEY ARE, THE HARDER…" the Drone then suddenly, side-chopped Rath, sending him skidding on the ground.

The Fairy Tail members blinked at this, as Lucy asked, "Okay… just who was that?"

"Beats the heck out of me," Gray shrugged, "But it looks like he's on our side."

Erza finally got strength back, as she equipped herself with two massive buster swords. "I don't know who he is," she exclaimed, and charged at the drone, "But any enemy of this giant is an ally of mine! HEYAAAAAH!"

As he got up, Rath groaned, "Ugh, Rath doesn't remember how the rest of that went." But he shook his head, clearing it, as he shouted, "THE BIGGER THEY ARE, THE HARDER THEY FALL! THAT'S WHAT RATH WAS GONNA SAY! BY THAT LOGIC, YOU'VE GOT NO CHANCE!"

As Erza charged for the drone that was getting back up on its feet, Rath ran at it too. Soon the two charged at it at full force, sending the drone back down. Rath jumped up in the air, and roared, "URSA MAJOR BODY SLAM!" and smashed at the drone's chest and made it backpedal as Rath's claw had torn a small gash in the robot's chest.

Erza saw the gash and attacked. She stabbed her sword through the gash, severing a few components, but it didn't appear as if those weren't very important to keeping it active as the drone swatted her back. Rath saw that and roared, "LEMME TELL YA SOMETHING, DRONE! NOBODY SWATS A SEXY SEXY LADY LIKE THAT, WHILE RATH'S DELIVERING PAIN AND PUNISHMENT!" He then battle smashed at the chest, denting it further and further. However, the drone grabbed Rath and slammed the bipedal tiger into the ground and fired off a laser from the blaster on its single hand. Rath quickly went into a backwards roll and pushed himself into the air and avoided the attack.

The drone then swiped at Rath with its hand-less arm as he landed, but the Appoplexian grabbed the arm tightly and with a bestial roar, tore the arm off entirely. The drone attacked with its other arm, hoping to stab through Rath's body with its sharp claws, but Rath sliced the hand off entirely with his own before grabbing the arm and ripping it off as well.

The drone's processing unit grew desperate and then began to charge the plasma cannons that were its eyes. Rath snarled as it watched the giant robot.

"LEMME TELL YA SOMETHIN', GIANT ROBOT WHO JUST HAD ITS ARMS RIPPED OFF BY RATH! YOU WANNA PIECE OF RATH!? YOU GOT A PIECE! BUT YOU JUST BIT OFF AN EYE BIGGER THAN YOUR STOMACH CAN CHEW!"

A small wind blew in from that awkward metaphor, as everyone minus Rath looked a stupor on that. Natsu just cocked an eyebrow. "That made no sense."

Rath roared out angrily, having heard the Dragon Slayer's words. "I KNOOOOW!"

The drone then fired its blast, but Rath immediately reacted and slammed his hand down on the Omnitrix symbol.

His entire body started to grow tall and fill out with muscles while at the same time green crystals began to cover his entire body. His eyes turned yellow. When the change was complete, a green crystal skinned humanoid now took Ben's place. The Omnitrix symbol was on the right side of his chest. This alien had two massive crystal spikes on his back and his head had a spike behind it. He wore a black sleeveless shirt, with one large green stripe down the middle up to his belt, and wore black pants, as well as black shoes with green on the bottom. He had a green belt with white stripes on which he wore the Omnitrix symbol as a belt buckle.

"I'm going Diamondhead on this drone!" Diamondhead changed his hands into flat blades and held them up, blocking the laser beams and held them off. However, he was skidding backwards as the momentum of the attack pushed against him.

* * *

**Omnitrix Encyclopedia**

**Petrosapien A.K.A. Diamondhead**

_These people once hailed from the crystal planet of Petropia. Unfortunately, it was destroyed by the warlord Vilgax. Only two known Petro Sapiens remain. One is the bounty hunter Tetrax, a loyal friend and mentor to Ben and the other is Ben's form of Diamondhead. These people are able to control the growth of their crystal, creating formations and weapons for themselves as well as creating crystals on other objects or from underground, creating shields and barriers. It is also theorized that they have Crystalkenisis, the ability to levitate crystal as well. A drawback to these people is that their crystal shatters with certain frequencies of sonics. While these people are durable, even in the vacuum of space, and can regenerate limbs, there is only so much damage they can take._

* * *

Once the change was done, Erza finally managed to scream out, "What the…? WHAT KIND OF GUY ARE YOU?!"

Diamondhead glanced back at her, and replied, "One of a kind." Diamondhead then turned his eyes back to the drone and smirked. "You know, your model of drone was the first one I ever fought with as Diamondhead. Allow me to have some nostalgia while showing you how I destroyed it!"

Diamondhead then shifted the bladed arms and the laser beam began to refract, tearing a trench in the ground until it began to move upwards. In the end, the laser beam tore diagonally through the torso of the war drone, destroying its CPU when it was bisected and exploded. The drone's eyes lost their intimidating glow before the upper haf of the war robot was partially engulfed in fire from the large internal explosions, and then fell away.

Diamondhead dusted his hands as if he had just taken out the trash, a confident smirk on his face. The Petrosapien tapped the Omnitrix symbol and turned back to Ben in a flash of green. "Okay, can someone please tell where the heck I am?!"

Erza, Natsu and Gray ran up to Ben with disbelief on their face. They would have gone on a spree of asking questions, but were interrupted before they could.

"OI, GUYS!" The four former combatants turned to see Lucy descending towards them as Happy carried her. As they landed, Happy gasped with obvious exaggeration.

"Sheesh Lucy, why are you so heavy?!" Happy asked.

"I'M NOT FAT!" Lucy tried to swipe at the cat and choke the life out of it, but Happy quickly hid behind Natsu. Lucy and Happy then stopped their bickering as they took note of the the scene around them. "What happened here?"

Natsu, Gray and Erza turned to Ben and pointed at him. "That's what we want to know." They replied simultaneously.

"What happened is that I saved your butts so can someone please tell me where the heck I am?" Ben questioned impatiently.

The others blinked as Lucy answered "You're in Hargeon. It's one of the cities that occupy Fiore."

Ben blinked, "Fiore?"

"Yeah, it's located as the capitol of Earth Land," Lucy answered.

"Well, forget about where you were, what kind of Take Over Magic was that," Natsu butted in, as he smirked, with sparkles of admiration in his eyes, "Those were way better than what Elfman's able to do, and he can only morph his arms!"

Ben blinked in confusion at what he heard. "Take Over? What did I take over?"

"Huh? You don't use Take Over Magic?" Lucy questioned in surprise since she thought that's the magic the strange young man used.

"Then it's probably a special type of transformation magic." Erza easily summarized.

"That's awesome!" Natsu shouted giddily.

Ben however sweatdropped. "_Okay so clearly I've landed in some kind of magic filled world like Ledger Domain. Although this place is definitely more accommodating and has better hospitality, it's still nothing like my world." _He thought to himself. "Umm sorry but you've got it all wrong."

The Fairy Tail wizards all raised their eyebrows in curiosity. "What do you mean?" asked a shirtless Gray who somehow stripped his shirt yet again.

"What I mean is that I'm not a wizard and I don't use magic." Ben asked getting stunned looks from the others.

"Say what! What do you mean you don't use magic! You had to have been using it to turn into those fierce creatures" A frantic Lucy said rapidly in disbelief.

"If you're not a wizard then how on earth could you do the things you did?" Erza questioned with a hand on her sword now pointed at Ben looking like she wanted answers immediately.

Ben held his hands up in mock surrender. "Hey now let's not get violent here. As for how I can do what I do, it's thanks to this baby." He said before showing his Omnitrix which made the mages look deadpanned at him.

"A watch?" Happy said simply and unimpressed.

"What the heck does a dumb watch have to do with your abilities?" Natsu said while looking unimpressed by the watch. Although he did think it looked quite cool in it's design.

Ben now had a frown as he took some offense to that. Sure it looked like a watch but it wasn't stupid. Quite the contrary, it was the coolest thing he had the privilege to use as a hero.

"It's not just a watch, it's the most powerful weapon in the world" Ben said profoundly. (He would've said universe but he got the feeling these people haven't seen any signs of intelligent life beyond space.)

Erza raised her eyebrows in curiosity. "That little thing is a weapon. I find it hard to believe a little wrist watch can be a weapon let alone the most powerful." She said skeptically.

"Well you better believe it because this baby is what allows me to transform into those butt kicking guys."

Now they all had slightly widened eyes.

"Cool can I try it on!?" Natsu asked eagerly wondering what he could turn into with that watch.

Instantly Ben pulled his arm back as if Vilgax had just tried to grab his hand. "Sorry but this belongs to me and I don't trust anyone else to use it. Besides this thing and I are like flesh and bone. We're not going to be separated from eachother."

The Fairy Tail members were surprised by his reaction.

"So then what do you call that thing?" Natsu asked wondering if the watch had a name.

"It's called the Omnitrix." Ben replied.

"Omnitrix? Weird name if you ask me. So that thing really let's you transform into those guys?" Gray asked.

Ben nodded "Heck yeah and it does more than that, in fact you be surprised how many functions it has."

"So where are you from?" Lucy asked wondering if he's from a far away town.

Ben now lost his smile as he contemplated how he was going to explain this. "Umm…well truth be told, I'm not from here."

Lucy tilted her hear slightly "Then are you from a far away town?"

Ben laughed a little at that "Uhh not exactly. In fact you could say I'm not even from this world." He said earning confused looks from everyone.

"Huh?" They all simple said.

Ben grumbled a bit and decided to just say it. "I'm not from this world. In fact I come from another one that's far away from here in another dimension."

The Lucy, Natsu and Happy looked in awe but Erza and Gray however didn't look convinced about his tale.

"I don't believe you." Gray said simply as he found the story too farfetched to believe despite seeing the odd sight in the sky and ship that came from it.

"Hey it's the truth!" Ben said feeling offended at being called a liar.

"Well then forgive us but you have to admit it's a story that seems pretty fictional." Erza said with her arms crossed looking skeptical.

"I came from a portal in the sky, how does that not tell you that it was otherworldly?" Ben questioned back.

"We don't even know what that tear in the sky was in the first place. For all we know it could have been a type of teleportation magic." Erza countered.

"Then what about that giant ship that came through the portal? Have you honestly ever seen anything like that before!?" Ben remarked back believing the topic on Vilgax's ship would get them to believe him.

"I've never seen a ship like that before but there are flying ships in existence so it could've just been a new type that was created by someone." Erza easily shot back as she still wasn't seeing anything to prove her wrong.

"Not to mention that for someone who claims to be from another world you don't exactly look like one. You seem like any other guy to me." Gray added his piece.

Ben was now grasping at his hair trying to keep himself from losing it. What the heck did he have to do to prove to these people that he was from another world? They just weren't believing anything he told them. He turned to look at the girl called Lucy who seemed to have a conflicted look on her face for some reason.

"What about you?" he asked referring to her. "Do you believe me?"

Erza and Gray turned to Lucy who looked uncomfortable with everyone looking at her expectantly. "Ohh I don't know if I believe you either."

Ben sighed in disappointment as he tried to think of another way to prove himself. "Do any of you even believe that other worlds exist?"

The new question didn't have anyone nod in agreement but that all changed when Lucy suddenly remembered something and she spoke up. "Oh wait a minute, yes I do."

"Say what!?" The other fairy tail members said.

Lucy puffed her cheeks angrily as she couldn't believe she forgot about her Celestial Spirits. "Don't you guys remember? I'm a celestial spirit wizard."

The other members now had dumbfounded expression as they couldn't believe how they forgot about that. Ben however was totally confused. "You're a what?"

Lucy turned back to him as she showed him her keys and explained. "A Celestial Spirit wizard. I have the ability to use these keys to summon magical spirits from another world they live in to fight against enemies."

Now Ben was more cheered seeing that these people did have some experience with otherworldly places. "Aha so you do know something's about other worlds!?"

Lucy nodded sheepishly for having forgotten about them. "Well I do anyway. The others don't know much about the celestial spirits" She said before her cheery smile turned back into a neutral one. "But even so I've seen them and they all look plenty different from humans so I'm not sure if I do believe you still. Plus I've never seen the Celestial Spirit world itself so I really haven't seen other worlds."

Ben frowned at being shot down again. He was starting to see how this world was different. Now only was it less technologically advanced but these people seemed to live in a world that hasn't encountered alien life. It certainly explained their skepticism, it was like trying to convince a none believer from his world that aliens exist when there was no proof at all.

"Okay then what about that robot we just fought, you can't possible tell me you've ever seen something like that before? Plus I bet it's made of metals you've never seen before and it's weapons were unlike anything in this world?" Ben gave his last thought before he would call it quits.

This time Erza's form faltered a bit as it seemed he finally mentioned something she didn't have a response too.

"Umm…well…" Erza began trying to find an explanation for that one but was having some trouble. When she fought against that mechanical menace she had seen it fire beams but the strange part was that she didn't sense any magic from it. Not from it's body or it's fired weapons, it was as if it didn't have any and was using something else for power. "Well I admit that I don't have a dismissal for that one but I'm still not convinced that your from another world."

"Garrrhh!" Ben yelled as he gave up right then. "You know what, I quit. I'm done trying to convince you guys about where I come…" he suddenly stopped his speech as a thought returned to his mind. "Hey did you guys see which way that giant ship went?" Ben asked urgently surprising the mages even further at the sudden change in his demeanor.

"Well we saw the ship shaped like a pitchfork fly over the horizon and we think it crashed somewhere far away, why do you ask?" Erza answered in slight concern from hearing Ben's worried tone.

"Which way did it go exactly?" The Omnitrix bearer asked.

Before they could answer they heard whistles being blown. At that moment, a group of Magic Guild soldiers were rushing towards the scene. Once they saw them questioning the citizens, Erza groaned, "Oh great. It's them."

Ben blinked, "Them? Them who?"

"The Magic Guild Military," Erza groaned. "They must have heard about what was going on around here, and sent an investigation team."

"Oh good," Lucy smiled.

"Oh heck no! I need to get out of here now!" Ben said getting looks from them.

"Why?" Lucy asked.

"Cause if I get questioned them I'm going to cause quite a stir with my being from another world story. You guys don't believe but the military might be more open about it and I have to explain everything from my world then they'd probably keep me prisoner for interrogation and who knows what else!" Ben said frantically as memories of Colonel Rozum flashed through his mind.

He still remembered what he did to the 775 aliens he took prisoner when most were practically innocent of any aggression towards earth. One in particular was the alien from ChamAliens species who desired revenge on the Colonol for being unjustly imprisoned for over a decade which caused him to loss his family and home planet. After that Ben started to gain a better manner of understanding on knowing when to talk and when to run from authorities.

"Then we need to get out of here and fast. I don't intend to wait around for them to question us too. That would cause unwanted attention to our guild and we get into enough trouble with them as it is." Erza said.

Happy flew over to them, as he admitted, "I can fly Natsu out of here, but I can't carry everyone." He then looked to Ben, "And since you told us you've got more than one alien form on that watch…"

"None of my flyers can carry three to four people. Maybe one or two, but not four," Ben replied. The situation felt hopeless with no way out. But then Ben looked at the drone's remains, and then smirked as he got an idea. "But maybe I can make a way out."

Gray blinked at that, as he asked, "How?"

Ben activated his Omnitrix, and looked through the selection, and smirked, "Here we go." And then pressed down on the dial, as he transformed yet again in front of them all.

He was a small, red, devil-like alien who bore a close resemblance to a Gremlin/imp, with yellow eyes and black pupils, with spikes on his chin, his ears spiked, and a long nose. He was very small, as when he was next to anyone, he was almost as big as her head, excluding the tail. He also seems to be about Happy's height. He wore a black aviator's outfit, which came with a white ascot, green bands on his legs, green fingerless gloves that went up to his elbows, and a green aviator's cap. The Omnitrix symbol was on his green belt and acted as a buckle.

* * *

**Omnitrix Encyclopedia**

**Gremlinite A.K.A Jury Rigg**

_The Gremlinites are a race of small engineer aliens that hail from an unknown part of the galaxy. They are described with three words: Smart, Stubborn, and crazy. They have a strong desire to break and remake machines, making them slightly difficult to work with others. Jury Rigg has a mischievous (and twisted) sense of humor._

_Jury Rigg's species have the ability to completely disassemble any kind of machinery in mere seconds, fitting to his Gremlin appearance. Despite it being harder for him to do due to his craving to destroy things, Jury Rigg can also construct complex machinery from scratch at a similar rate. Jury Rigg has a form of enhanced strength for his size, able to break apart a metal car brake in half. He has shown to be strong enough to break apart metal bars that even an Appoplexian could not break. Jury Rigg also has a degree of enhanced agility. _

_Being small makes Jury Rigg unsuitable for hand-to-hand combat against larger foes, unless they happen to be machines. In which case, he can dismantle them in seconds. Jury Rigg also has an uncontrollable habit of breaking machinery._

* * *

Natsu blinked at the alien, as he asked, "What the heck? How's this gonna get us out of here?"

Jury Rigg chuckled, "One thing about Jury Rigg's species, Natsu, is that our abilities are summed up into two words: Smart and Stubborn. A perfect combo." He then blew a raspberry out, and hopped at the remains, as he shouted, "DISASSEMBLE!" And in a sheer blink of their eyes, the little red imp-like alien took apart the arm and head that weren't affected by the crystal. Once the pieces were scattered and about, he shouted, "And now… REASSEMBLE! FIX, FIX, FIX, FIX FIX!'

And in a matter of forty-five seconds, Jury Rigg had assembled in front of them, a motorcycle that resembled his Tenn Speed bike back home. Jury Rigg leaned on it, and smirked, "TADA! I made a Tenn-Speed Bike Mark II."

The others blinked at that amazing sight, as Lucy smirked, "That was amazing!"

Even Erza walked over to the bike and examined it, admiring the excellent detail and design, "Impressive craftsmanship, even if it took only a minute."

"Oh, this is nothing," Jury Rigg confessed. "You should see me when I really got enough parts to spare." And then changed back into Ben, as he hopped on the bike, "Come on, hop on everyone!"

They all rushed over and dog piled aboard, as Gray looked around and asked, "Where's the coupling?"

"Coupling?" Ben asked in confusion.

"Yeah, the hookup," Gray explained. "Everything in our world's powered by magic. Appliances, housing, even vehicles."

Ben smirked, "Not this puppy. She's powered by a Chimerian power cell. Thing lasts for about 200 years."

It was then that the Magic Guard spotted the Fairy Tail Mages, "Those people! They're from Fairy Tail!"

"Time to punch it," Ben shouted, as he activated the engine and sped off with everyone, as the guards tried to catch up. It left a light trail that faded, as they sped off towards the now cleared gate. They zoomed past the other military guards, as they got out of Hargeon, and sped off on the road, passing many startled people passing by or coming back into town. Ben smirked, "Talk about your close shaves, eh?" But then he started hearing heaving and weaving, as he looked through the rear view mirror, and noticed Natsu on the verge of puking his brains out. "What's wrong with him," Ben asked.

Happy cheerfully explained, "Oh, it's just his motion sickness. It's so extreme; he can't even ride a motorcycle, let alone a raft or tube in a small river."

"He gets sick that easily," The Omnitrix wielder credulously asked completely surprised by that. The others nodded to that, as Ben groaned, as he stated, "Just make sure he doesn't hurl on the bike, okay? I just built it. As soon as we get far enough, we can figure out what to do next."

Lucy smirked, "I got an idea." Ben was all ears as she suggested, "Why not join Fairy Tail?"

Ben blinked at that, "Join your guild?"

* * *

**Elsewhere**

**The Frontier Lands**

The frontier was volcanic and ash-filled landscape of a wasteland nearly a hundred miles far from Fiore. Filled with volcanos, craters, and very little water, the landscape barely could manage any life at all out there. It was sometimes known as the "desert of death", but to others, it was a living breathing version of Hell itself. Nothing could survive out on such an environment. Nothing weak that is.

In this land there were a species of fierce creatures called Magnapedes. They were a ferocious species of insects with large long bodies like gigantic snakes or sea serpents. Their bodies were made of strong rock, had four eyes, round mouths full of 3 rows of sharp teeth and had antennas that where like whips. All in all they were feared creature that even Dark Mages thought twice about messing with.

But not today, for in one specific part of the desert, lay over a dozen Magnapedes that were slain and reduced to a messy pile of rubble stained in blood. The most noticeable thing was the Chimerian Hammer ship perched on top of one of the mountain right in the middle of the massacre. Somehow it survived the crash without breaking apart too much. And down on the ground was none other than Vilgax who was flying back to his ship. His hands covered in blood and dust from what had clearly been the Magnapedes stone flesh, and looking like he wasn't injured in the slightest other than being covered in dirt.

He reached his ship in no time and saw Albedo as a Negative red version of Upgrade, repairing the ship's systems, who turned towards him and morphed back into his Ben look-alike form, and gave the conqueror an amused smirk.

"Well, I see you enjoyed greeting our guests. I take it they said their goodbyes," Albedo said humorously knowing that Vilgax had taken out some frustration out on the poor foolish creatures that dared to attack them.

"Do not start with me, Albedo! What world have we landed in, because I know this couldn't be Earth Prime!?" The angry Chimera Sui said with no humor in his voice. But then again he never was one for it.

Dropping his smirk, Albedo turned to a holographic display screen, which showed their surround coordinates. "Well according to my data, we've landed on an alternate dimension of Earth that seems to be filled with a type of unknown power. My scanners show this power seems to be similar to the energy called Mana. Although their energy signatures are much different."

"So we've landed on some Earth version of Ledger Domain," Vilgax deduced, more as a statement rather than a question.

"Indeed we have. Although it seems we're considerably far away from any civilization," Albedo mentioned, while showing that the nearest town was quite far away.

"And what of Tennyson?" Vilgax asked, bringing the topic back to their enemy.

Albedo typed in a few things before the map display extended to show a green dot with the Omnitrix symbol slowly moving. "It seems Tennyson survived the collision and is on the move. Although for some reason he seems to be moving further away from us. Quite strange since I expected to him to come find us immediately."

"Then he's likely being smart for once. Since he's in a world that he doesn't know he's gathering info and keeping a low profile to avoid unwanted attention," Vilgax said while smirking at his enemy's smart decision.

"So then what will we do then? The Tachyon generator was destroyed and it's pieces blown out the ship to who knows where. We have no way of escaping this world," Albedo said with a surprisingly calm voice, despite basically saying they were stranded.

"We'll be smart and deceptive. For now, you and Psyphon repair as much of our equipment as possible. We'll need everything available for when we go after Tennyson and to retrieve the Omnitrix," The conqueror of ten worlds said almost eagerly.

"And what of Death? What will you have him do?" The Galvan asked.

"I'll have him scout the nearest town for supplies and record everything he sees and learns. Once we know all there is to know about this world, we will find Tennyson, eliminate him and then return to our original dimension to seize control of Earth and then the entire Universe!" Vilgax said darkly as he intended to carry out with his plans regardless of their new dilemma.

* * *

**Next Chapter: The Guild Receives One Member of Ten**

* * *

**Author's Note: Explanation on why the fight was difficult for Team Natsu. Vilgax's drones aren't the same from before and now have slightly stronger armor and a better combat system that gives them faster reaction time and a better use of their weapons against opponents. That's why Natsu and Grays fire and ice attacks didn't really do much since metal is always a good tolerant to hot and cold. Think of them now as giganto Terminators.**


	3. Welcome to Fairy Tail

**Fairy Tail: Omniverse Invasion**

* * *

**Chapter 3: Fairy Tail Recruits the One Who is All**

* * *

**Magnolia Town**

**Home Town of Fairy Tail**

Magnolia Town was a city located in Fiore, and it was also the location of the Main Guild of the Fairy Tail Mages. Magnolia was located in the southeastern part of Fiore, with the sea and Hargeon Town not too far to the south, a series of minor built-up areas (namely Onibus, Kunugi, Oshibana and Clover Town) linked to it by a railway line to the north, and the state boundary with the nation of Bosco to the east.

Magnolia had a population of 60,000 inhabitants, and was a merchant city that had been prosperous in Magic since the ancient era. Such reputation was supported by the fact that the town house was the strongest Guild in Fiore, Fairy Tail.

Magnolia possessed a large built-up area, extending over a large, rectangular surface to the shores of Lake Sciliora. Splitting the town vertically and horizontally was a series of large roads. The whole place was western in style, with its buildings being mildly reminiscent of neat Medieval ones. Located almost in the middle of the town, overlooking Central Path, a horizontal road where events and parades were held, was Kardia Cathedral, one of Magnolia's most important and distinctive landmarks. In the northernmost part of the city, sitting on the shore of Lake Scilliora, was Fairy Tail's building; to the west, on a hill overlooking the built-up area, was the Guild's female dormitory, Fairy Hills. In the southeastern section of the city is the train station, which, to the west, had the HalfCocor Hotel Bar, the Toy Store Tom and the Magic Store Lendis; north from the station, on the town's western border, was the entrance to the park.

When Ben and Team Natsu were on a large hill overlooking the place, his smile couldn't have been brighter, or him more exciting. "Mind. Blown. Away," he managed to speak out, as he looked to them, "So this port town? This is where you work?"

"This is also where we work." Gray pointed out.

Then Lucy smirked, "And if you've decided yes, it'll also be where you could work and live."

"Temporary stay," Ben corrected. "Don't forget that I'm from another world, so for now I'll only be staying until I can find a way back home." But then sweat dropped, as he groaned, "If I can find a way back."

"You know we still don't buy that whole being from another world thing." Gray reminded Ben to his annoyance.

"Yeah well I'm sticking to my story cause it's the truth." Ben said stubbornly.

Erza then asked, "So do you know if anything else is going to come out of a tear in the sky?"

Ben looked the the red head with a stunned look. "I thought you didn't believe me!?"

"I don't believe your story but you seem to know something's about the ship we saw so by any chance is something else going to come through the sky?"

Ben frowned at hearing that but shrugged, "I sincerely doubt it. That and the sky hasn't turned purple again with earthquakes popping up…" but then Ben paled, as the others did, once Erza stated seething at the big in anger, and deeply sorrow. "Uh, Erza? Are you okay?"

"Just thinking about those earthquakes only remind me of the loss of that slice of cake," Erza shakingly answered. She then reared her head up to the heavens and cried out in despair, "IT WAS A STRAWBERRY CHEESECAKE WITH A WHITE CHOCOLATE FROSTING! THEY SAID IT WAS SIMPLY DIVINE, AND I NEVER HAD A CHANCE TO SAVOR EVEN AN IOTA OF THAT HEAVENLY SENSATION TO MY TASTE BUDS!"

Ben blinked as he sweat dropped, looking to Natsu and Happy, "She must really love her desserts. Eh?"

Natsu nodded, "You don't know the half of it." But then Natsu smirked all confident, as he teased, "So why do you call yourself Ben 10? Don't tell me you only have ten forms to choose from? That's actually kind of pathetic."

Ben shrugged, as he smirked, awaiting the expressions on their faces to come, "Yeah, it started out that way when I got the watch when I was ten. Seven years later, it's up to over 70 now."

Natsu nearly went wide eyed at that moment, as did Gray, Lucy and Erza.

"That's almost as much as I have in battle armors" Erza said to herself in amazement which went unheard.

"OVER 70!?" Natsu shouted which caused Ben to cringe from the loudness.

"Could you not yell like that?" Ben retorted.

"You have more forms then Elfman and Mirajane put together." Gray said impressed.

"Who?" Ben asked not knowing who they were.

"Mirajane and Elfman, their siblings who're members of our guild. They both use Take-Over magic although Mirajane hasn't gone on missions for a long while." Erza stated.

Ben looked curious as he wondered why this Mirajane had stopped taking mission but decided not to ask as they walked down the hill and into town.

A little white later, they had walked into town, with Ben pushing the Tenn-Speed Mark II into town, like he would with a bicycle. The townsfolk were staring at the team, well more at Ben in his condition. He was someone completely new, pushing a vehicle they had never seen before, or even had gone out of the market, and his clothes were in ruin, except for the watch and shoes he had on. The Fairy Tail members took notice of this as well, and they figured for their friend, had to get cleaned up and look presentable for the Guild, if he was gonna be accepted.

Erza stopped him before they went any further, and stated the obvious, "Before you make an appearance at the Guild with Master Makarov, you should at least look presentable." Ben blinked for a moment, and then looked at the state his clothes were in. He sighed and nodded in defeat, as Erza calmly explained, "If someone were to see you, they'd think you were a heretic, or worse… a slob."

"Or I'd get shot/hanged," Ben replied, as he crossed his arms.

"Before the outfit got tattered, what idiot dressed you up like that," Gray asked.

Ben turned and answered, feeling deeply offended, "I did" he said which got Gray to back off a bit from seeing his angered face. "Also for your information, my style's way better than yours." But then he stopped being offended and then arched an eyebrow in confusion, "Speaking of dress, what happened to your clothes? Again?"

Gray blinked, as he looked down, and went bug-eyed, "WHAT THE HECK? WHEN DID THIS HAPPEN?"

Lucy sweat dropped, "Seriously?"

* * *

**Later On**

**Shopping Center**

**Clothing Store**

After they had found a store that sold some pretty good and durable clothing, they went inside. Well, only Lucy and Erza went inside, while Natsu, a fully dressed Gray, now sporting a black turtleneck and a white Mage coat, and an oogling Happy waited outside. The little cat was looking at the Tenn-Speed MK II, and teasing Natsu on how he got sick on such a cool bike. Natsu lost it, as he and Happy ran around the bike, while Gray merely fell asleep on a bench… wearing only pants and boots at the moment.

Inside, the girls were helping Ben pick out some clothes, but Ben already had found some stuff. He immediately purchased the items with Lucy's help, who slightly whimpered out, "Goodbye, Rent Money…"

As they stepped out meeting with the boys, Erza arched an eyebrow at the items in hand, as she asked, "You sure this will be enough?"

Ben nodded, "Yeah, I just need a place to work all this stuff out."

The girls and boys looked to each other, as everyone, minus a groaning and frowning Lucy, all agreed, as Erza stated, "I think I might know of a place."

* * *

**Thirty Minutes Later**

**Lucy's Home**

They had arrived at what Ben could figure was Lucy Heartfilia's apartment. The apartment was located on Strawberry Street and was near Magnolia Town's shopping center. It was located in a two-story apartment house with red walls and a dark-brown sloping roof with two chimneys and two dormer windows. The building overlooked one of Magnolia's canals (Lucy often got warnings to be careful from the men in the boats while she walked along the edge of the canal) and a stone bridge. The rent cost 70,000, which was pretty expensive for poor Lucy to live in, but it was worth it altogether.

* * *

**Inside**

Inside her apartment, it had pure white walls, and a lot of storage space. Her main room was quite large and included a lot of furniture such as a bed, desk, bookcase, commode, dresser, a table with three chairs, a coffee table and an armchair. She also had a large number of books. The entrances to the bathroom and the kitchen were on the other end of the room, with two turquoise curtains. The bathroom was blue with Trade Card tiles. The kitchen had not been shown, but that mattered little at the moment.

At the moment, Natsu was sleeping on Lucy's bed, with Lucy and Happy at her desk. Erza and Gray were waiting patiently at the table, as Ben was finishing up with his wardrobe.

Ben stepped out of the bathroom and walked in the living room, as the gang all saw his new ensemble. He was now sporting a newly sewn black turtleneck T-shirt with a green collar below the turtleneck, as well as green trim on the ends of the sleeves. He had a pair of brown jeans, but it was black with green trim from the knees to the ankles; obviously fabric shin guards, with brown pouches strapped up near the knees. His old sneakers were still in good shape so he kept them on, and now he was sporting black fingerless gloves that ended at his wrists, and the left glove didn't cover the Omnitrix, with green straps on the wrists, and green guards on the back of his hands. Wrapped in his right arm was a white hooded jacket with the sleeves cut up to the elbows, with green trim on the outside, hood, and sleeves. Wrapped around the waist was a brown leather belt with a phany pack on the left side. Sewn in the left breast was a green circle with a black 10 in it. And on the back, the Fairy Tail Guild sign was sewn in green, with a black 10 in the center of it.

He looked to everyone, as he asked, "Well, what do you think?"

Lucy smirked, "That's a pretty awesome stitch job. You look really cool"

"Thanks, I used XLR8 to stitch it up fast enough," Ben smirked, liking the compliment.

Gray pondered that, as he said aloud, "That would explain the gusts of wind in there."

Happy cheerfully pointed out, "For a moment there, I thought he was doing a toot fest in there. Meaning that Lucy's bathroom was pretty messy afterwards."

"DON'T YOU EVEN IMAGINE THAT," Lucy cried out in shock.

Ben slipped the jacket on, as he zipped it up to his collar, and strapped the belt on. But then Erza took notice of the Fairy Tail mark on the back, as she asked, "Are you sure it's such a good idea to sew the Fairy Tail Guild mark on your clothes already? You haven't been welcomed to the Guild just yet."

Ben shrugged, "Well, you can think of me as a big fan. He sheepishly looked to everyone as he confessed, "But before we do anything, we should stop for something to eat."

The others nodded, as Natsu shot up from the bed, fully awake as he roared, "MEAT FOR EVERYONE!"

Ben nodded, "I'll go for a cheeseburger. But man, I could sure go for some chili fries right about now. I'm starving."

The others blink at this, as Gray asked, "Chili Fries?"

Ben blinked at that, as he realized the obviousness of the truth, "No chili fries? Here?"

"We have potato slices that we bake, but we never thought about topping it with chili," Erza confessed.

Ben calmly realized that, as he seemed calm about it, "Oh, well I got a lot of discovery to do for you guys in fast foods. At least you guys still have smoothies, right?"

The Four looked to each other, and then sympathetically looked to Ben, as Erza bit her lip, looking the other way.

* * *

**Outside**

The citizens of Magnolia were calmly going about their day at the time. Those that walked by Lucy's apartment building were peacefully walking, enjoying the day as it was. But things got jumpy, as someone from inside the apartment screamed out,

"NOOOOOOOOOOOOOOOOOOOOOOO! NOT THE SMOOTHIES!"

* * *

**Later on**

**Fairy Tail Guild Building**

As they made their way to the Guild, Ben was moping nonstop, as he groaned, "No Mr. Smoothies. No chili fries. I'm in hell. I am royally in hell."

"Oh stop whining Ben." Natsu shot out, as he glared at Ben's sulking attitude, "At least you won't go hungry."

"Easy for you to say. You don't even know what chili fries or smoothies taste like," Ben shot back, getting frustrated at the moment. He groaned as he explained, "The taste of baked fries smothered in steaming hot chili sauce. And the smoothie flavors: Strawberry Kiwi, Cherry Lime-aid, watermelon blackberry, Nectarine, and Grasshopper flavor."

Happy blinked, as he asked, "They ground up grasshoppers for one of those smoothie things?"

"No, they only called it grasshopper; the flavor's different," Ben corrected. But then thought aloud, "Though, I think the only flavor I won't miss was Smelt Petunia."

Suddenly, Happy got into his face, as he was all starry-eyed, as he cried out with a smile, "SMELT PETUNIA?! THEY MADE A SMOOTHIE WITH FISH AS THE FLAVOR!?" his face then went dark, as he encouraged Ben, "Ben! You must invent Mr. Smoothies in Earth Land. And to start it off… YOU MUST MAKE SMELT PETUNIA!"

Ben gulped, as he squeaked, "Okay."

Just then, they all stopped, as Lucy smirked, "Well, Ben… we're here."

Happy flew off of Ben and back to Natsu, as Ben Tennyson got a good look at where they had arrived, and was in complete awe.

The Fairy Tail Building was a large, two-story high building that is the headquarters of the Fairy Tail Guild. Little was known about the history of the building besides the fact that it had at least been in Magnolia Town since Precht was the Guild Master of Fairy Tail. Situated in the Kingdom of Fiore, it lies on the southern coast of the country in Magnolia Town where it was the only guild, until the rise of Twilight Ogre. It was located in the southern part of the town not far from the coast, and lay about 4-5 kilometers up the Magnolia central path. It was located near Fairy Hills and Caldia Cathedral. It was an imposing building consisting of three floors and incorporating several architectonic styles: it took on a shape reminiscent of a pagoda, with each floor being smaller than the one below it and sitting on the latter's roof. The roofs also bore great resemblance to those of real pagoda, consisting of extremely long, arched tiles lined up one after the other and possessing simple curved protrusions jutting upwards on the building's angles. On the highest roof, topping the summit of the building, sat a simple, round and pointed dome, highly reminiscent of those seen on Arabian buildings, which bore a flag on its point. The roof below the one with the dome, the middle one, housed a large banner with Fairy Tail's symbol on it, held up by a pair of vertical poles. The building's large entrance was again Arabian in design, with its shape being reminiscent of that of the dome on the summit, and above it was the guild's name, topped by a protruding, stylized heart shape and flanked by a pair of carved fairies. Stylized heart shapes were also visible on the frames of the numerous, large pentagonal windows located on each floor, with the top floor housing smaller, arched windows partially covered by banners.

Truly, the Guild of Fairy Tail was something to behold even for Ben.

"You mean… this is the Guild of Fairy Tail," Ben asked.

"Yep," Happy smiled. "Welcome to Fairy Tail, Ben!"

Natsu nodded, as he patted him on the back, "You bet. And if you think the outsides alright, you're gonna flip when we go inside."

* * *

**Inside**

Once the team had entered inside, Ben got a good look at the inside of the Guild. Apparently it was separated into two floors, for some odd reason, which he didn't know yet. But one thing he did know was that there was an awful lot of members in the area, as he reviewed and remembered about the area before him.

The inside was similar to a large lunch hall, and mainly consisted of wood, possessing a parquet floor and a mezzanine held up by wood beams overlooking it. Several long benches and the related tables stretched across its length with a bar at the end. There were several waitresses assisting the other members with meals and drinks, as they all conversed with one another. And beside the bar, was a large request board apparently posted on it wanted posters and jobs.

But then Ben took notice of the second floor, which is strictly off limits to everyone under S-Class, contained another request board which is dedicated strictly to S-Class Jobs, off-limits to everyone except S-Class Mages. The floor appeared to have a few, small round tables and chairs seated around the tables for sitting. In addition, there were also barrels, crates, and bags scattered in corners around the room. The S-Class Request Board was located on that floor. It was a brown, decorative board that was set off into its own area of the hall. It was adorned by velvet curtains, which were tied with golden tassel.

Ben couldn't believe the sight before him… but he did believe of Natsu's attitude, as he burst in, shouting, "HEY, GUYS! WE'RE BACK!"

"And we're alive after our first S-Class Mission," Happy cheered on.

At that moment, the guild members all turned to see the team arrive at the door, and cheered out to them, "YEAAAAAAAAAH! HEY!"

Especially one of the guild members, a scrawny brown-haired guy, who had a buck tooth on his face, "Hey, Natsu! Gray! You guys survived…"

DOUBLE THWACK!

Gray and Natsu ran up, and double team kicked the guy across the room, much to the surprise of both Ben and Lucy. "YOU JERK! YOU RATTED US OUT TO ERZA, DIDN'T YOU!" Natsu shot out in anger at the guy.

The Guild Member shot up, and roared angrily, sporting a swollen cheek, "Hey, it's not my fault you two didn't go without an S-Class Mage."

"Yet you had to rat us out to Erza of all people," Gray shouted, as both of them pounced on him, causing an all-out brawl. It soon spread all over the place, as most of the Guild Members started beating the living snot out of them.

Ben blinked at this, as he was flabbergasted by all this, "But… the guild… and the… what the… I mean…"

Lucy gently patted him on the shoulder, "I know, this happened the first day I arrived here." She then turned towards Erza, "Isn't that right, Erza?" But then the two noticed that she was gone, as they both blinked, "Erza? Where'd you…?"

"YOU WANT TO FIGHT," Erza roared out, as she equipped herself a battle hammer, "THEN LETS GO!" And sooner than later, she was smack dab in the fight cloud along with the others. Both of them and Happy made their way over to the bar, avoiding all the fighting that they could.

Happy just floated onto the bar, as he sweat dropped, "Another day, another crazy fight…"

"God, these guys don't have any class," someone spoke up, getting all three of their attention. "That's why I don't date any of these men at all."

When Ben turned to the voice and saw who spoke up he froze on the spot as he looked at the person.

The one that had spoken up, was a nicely tanned Caucasian brunette young woman, eighteen years old; she was a tall, slim young woman with an ample bust. She had long, mid-back length brown hair, with two shoulder-length strands of hair framing her face, with the left one starting from a prominent high fringe, making it thick and wavy. She also had large brown eyes, visibly long eyelashes, and possessed a very voluptuous figure, with large breasts and curvy hips. The Fairy Tail stamp was located on the lower left part of her abdomen, right above her hips. Her outfit consisted of a light blue bikini top that showcased her cleavage which Ben tried to keep his eyes away from with difficulty, which featured a camouflage pattern, a pair of capri pants, with two bands hanging from each leg, and a light belt covered in heart motifs loosely tied around the waist. She completed her general outfit by wearing a pair of high-heeled sandals. She also had a pair of metal bracelets adorning her biceps, bearing an incision compose of many 'A's and three simple, round metal bracelets on her right wrist. The lovely lady was known as Cana Alberona, a prominent member of the Fairy Tail Guild, and daughter to one of the older members, Gildarts Clive. Her Magic specialty was Card Magic; a type of Holder Magic which revolved around the use of Magic Cards, which could produce a variety of effects, such as generating both abiotic and biotic things.

She also had a reputation as being Fairy Tail's most heavy drinker… and hardly ever getting drunk, no matter how much she guzzled down. This was made evident as she guzzled down an entire barrel in front of Ben, Lucy, and Happy.

Lucy looked at the shock expression on Ben's face, as she nervously giggled, "Yeah, that's Cana for you. Fairy Tail's heaviest drinker."

"Come here, and fight me, Natsu," Gray shouted… as he stood there in black boxers.

"Not until you get your clothes back on," Natsu shot back, but the two fought each other anyway.

Ben blinked at this, but his attention was turned to someone else, as a shadow hopped over them. "It's not even dinner yet, and already you two are fighting like a bunch of spoiled kids!"

The figure landed in front of the four, as he stood up to reveal himself to them and the two fighting. He was a large muscular man of eighteen years of age, with tan colored skin, and whose height caused him to tower over most of the guild members. His long white hair was kept styled upwards in long, wavy spikes, and his dark eyes possessed no visible eyebrows, and his rectangular, elongated face had a stitched scar running down its right side, crossing his right eye. His Fairy Tail stamp was black and located on the left part of his neck. His attire had a Japanese look to it. His outfit resembled that worn by fictional, Japanese high-school hooligans: it consisted of a dark blue jacket with purplish blue inners, held closed on the front by a line of large buttons, with similar buttons on the sleeves' back and the zip located on the high collar left open. The back of his jacket was adorned by a large, light kanji, which read 'the greatest', and the jacket itself seemed to be worn over a light red shirt. The outfit was completed by loose pants matching his jacket, held up by a simple belt, and traditional Japanese geta sandals, and held in place by bands colored the same as his jacket's inners.

This fellow was Elfman Strauss, a muscle bound Mage of Fairy Tail, whose specialty was Take Over Magic. And whose motto was that all you needed to solve a problem was two strong fists.

He pumped his fists into the air, as Elfman roared out for the two to hear, "I'm a real man! Want me to prove it to ya!?"

Ben blinked, "Is this guy encouraging the fight?"

Lucy nodded sadly, "Unfortunately, yeah."

DOUBLE PUNCH ATTACK!

Both Natsu and Gray tag teamed yet again, and punched Elfman across the room, stunning Ben, as he pointed out, "He just got thrown across the room…"

"Yeah," Happy smirked, as he gnawed on a fish, "Hard to believe that guy's a Take Over Mage."

Ben blinked, "Take Over? I remember hearing about that before when you guys thought that was the kind of magic I used. What's that?"

"Oh, it's a kind of Magic that allows the user to morph his/her body into various forms for combat," Lucy explained. "It's kind of like mix and matching parts of various deadly creatures and demons into battle forms."

"Really," Ben smirked. "That sounds awesome. It's kind of like what the Omnitrix does. Except for the mixing forms and stuff." Although there was that one time when the omnitrix's dial ring came off and he ended up with hybrid alien forms that weren't at their best for battles due to unbalancing their natural abilities.

"What the heck is an Omnitrix?" a new voice spoke up, getting Ben's attention next to him.

He was a handsome young man of average height, distinguished by his delicate facial features and his orange hair, which was kept in a mildly short, spiky cut, with spiky strands covering his forehead, and other, longer ones jutting upwards from the top of his head. His hazel eyes were covered by a pair of azure-tinted sunglasses with a thin frame, and his left ear was adorned by three earrings. His green Fairy Tail stamp was located on his back, unknown to Ben. He wore a green coat with a wide collar, complete with prominent, spiky, brownish white fur trimming lining the hood, over a light red shirt covered in many flower-like motifs, black pants and whitish sneakers, each adorned by a pair of light green stripes.

This was Loke, another Mage of Fairy Tail, reputed as a greatly handsome man, being top ranked in Fairy Tail, as the 'Mage you want to have as a boyfriend'. Which was evident by the two gorgeous girls that were wrapped around his arms acting all lovey dovey with him.

That is until a brick smacked him in the face, as he turned his attention to the fight, but turned to the girls, as he winked "Sorry, girls. But I'm going into the fight. Just so I can protect you ladies." and jumped right into the squabble.

Ben blinked, "Um… who was that?"

"That's Loke, the alleged playboy of the Guild," Lucy replied.

Ben smirked at her, "I take it he's hit on you a couple of times?"

"He tried to for a while," Happy replied. "But he stopped as soon as he found out she was a Celestial Mage. Apparently, Lucy scares the heck out of him."

"What'd you do to him that freaked him out," Ben asked while slightly scooting away.

"I don't know why he's afraid of me. Stop avoiding me like the plague," Lucy whined as she fell at the bar table whimpering. "Why am I so unlucky with boys?"

"Oh, don't worry, Lucy," a new voice spoke up from behind the bar. "Loke's just terrified around all Celestial Wizards."

Ben turned and saw who was the owner of such a soft spoken voice.

She was a lovely nineteen year old Caucasian girl, with a slim yet curvy, voluptuous figure with large breasts, and below average height. She had large blue eyes, and white hair which curled slightly at the ends, with two bangs framing her face and reaching down to her chest; her hairstyle's most distinctive trait was a short, upward ponytail obtained by gathering and tying the hair covering her forehead. Her Fairy Tail stamp was white and unknown to Ben, was located on her left thigh. She was wearing a sleeveless, ankle-length maroon dress with a pleated skirt. The chest was adorned by a large, pink bow, and similarly colored trimming that framed the rather ample neckline, acting as straps, and circle around the waist. She also wore high-heeled shoes that matched her dress, and accessorizing with a small chain necklace with a blue oval gem attached to it, and a bracelet made of white flowers circling her right wrist. She had an angelic friendly face that had Ben blushing slightly but thankfully it wasn't big enough to be noticed.

"_Man are all the girls in this world this hot with the bodies of models?_" Ben thought to himself in wonder considering how he's met 4 so far that were prettier than any girl he ever saw back home.

Immediately, Lucy perked up, as she smiled, "Hey, Mirajane."

"Oh, hi, Lucy. I'm glad you and the others came back from that S-Class mission," the girl named Mirajane responded, but then noticed that Lucy sulked again, as she asked, "What's wrong?"

"It's just that I remembered about the S-Class mission. And the punishment on taking it," Lucy groaned.

Ben blinked, "Okay, what's wrong with taking an S-Class mission?"

Mirajane looked to Ben, and looked to Happy, "And who's this?"

Happy finished his fish, as he answered, introducing Ben to Mirajane, and vice versa, "Oh, allow me to introduce our newest recruit, Ben Tennyson. Ben, this is Mirajane Strauss. Mirajane, this is Ben Tennyson."

Mirajane smiled at this as she extended her hand in a friendly handshake to him, "Oh! Well, it's nice to meet you then, Ben."

He graciously shook her hand as well, as he smirked obviously smitten by both her beauty and nice personality, "It's nice to meet you too."

Happy flew over to him, with a magazine, as he explained in further detail, "She's an S-Class Mage with a special Take Over abilities like Elfman. She's also a model for the Sorcerer Magazine. She's a real bikini beauty. Here, take a look."

He flipped open a copy of Sorcerer's Magazine… and saw several snapshots of Mirajane in sexy poses, wearing the most skimpiest and sexiest bikinis he'd ever seen. Ben's face nearly went red with embarrassment, as he saw this, while Mirajane blushed, pushing both of them away. "Oh, you boys are such perverts!"

"_I gotta get those magazines. I should definitely sign up for a subscription_" Ben thought while reducing his blush and clearing his head of the pictured his mind wanted to save.

But then suddenly a sandal came flying out of the dust, smacking Mirajane square in the face. Ben gasped at this, as he looked at her, almost fainting but caught her, "Mirajane! You alright?"

"I'm fine, thanks," she weakly responded, obviously almost knocked out.

Ben turned around, and realized that this was gonna tear down the entire place before he got recruited. He switched on the Omnitrix, scrolled for the right alien and then slammed the dial down. In a green flash, Ben stood transformed… into Terraspin.

Terraspin was a green, turtle-like alien with six holes in his shell. He also has large, flipper-like arms and stumpy legs with three toes and with brown spots on them, and shoulders, and also had a hectagonal body shape on his shell. He also has 3 holes which can extend 3 finger-like claws to use as fingers. And had the Omnitrix symbol on his chest.

* * *

**Omnitrix Encyclopedia**

**Geochelone Aerio AKA Terraspin**

_Geochelone Aerios are a species from the planet Aldabra, in the Andromeda Galaxy. Geochelone Aerios are non-violent and prefer to spend their time eating grass and debating philosophy with each other. Geochelone Aerios appear to enjoy gathering in groups. Terraspin can create devastating wind blasts. When doing so, he retracts his head into his shell, opens a hatch to see, his fins become triangular, and his legs combine into a similar shape. His shell stays static and suspended while his limbs rotate at absurd speeds. The holes on Terraspin's shell eject powerful winds, as well as do the vice versa to create strong vacuums. He can use his winds to fly, blowing air to hover over the surface and uses his rotating limbs as propellers. He can also use his powers to blast himself forward and up ramps. Terraspin possesses enhanced strength, as he is able to lift and throw a car. He also has superhuman durability when he is completely withdrawn into his shell. Terraspin can extend the black holes at the tips of his flippers into finger-like claws. He is capable of using magic, but doesn't know how, and is immune to spells and mana.._

* * *

All the Mages stood parallel to each other, charging up their magic for one final attack on one another, even while Cana had stopped drinking, as she was stunned by Ben's transformation. But Happy smiled, "A giant sea turtle? Yummy!"

"This is the end of the fight," Elfman roared out, as his right arm became encased in granite, becoming more powerful.

"I find that, unlikely," Loke pointed out, as his ring glowed golden, as he readied his attack.

Natsu's fists were balled in fire, as he roared out, "Let's end this!"

"How about we call a time out," Terraspin waltzed in, causing everyone to stare at him.

Before anything else happened or before anyone else could do anything, that's when it happened. Terraspin retracted his head into his shell, opened a hatch to see, his fins became triangular, and his legs combined into a similar shape. His shell stayed static and suspended while his limbs rotated at absurd speeds. The holes on Terraspin's shell ejected powerful winds, causing a massive burst of air to shoot at everyone. They all screamed as they were suddenly blown away to the walls by this turtle being.

Once they were pinned to the wall by the winds, Terraspin stopped, and in a green flash, Ben landed back on the floor, smirking, "Time out called."

Once the winds died down, everyone fell to the ground in a heap, along with the benches and rubble that went with the wind from before. Everyone was a messy daze, as they all saw that one guy knocked them all on their butts. The first one was Natsu as he roared out, "That. Was. AWESOME, BEN!"

"Now that's a real man there, guys," Elfman roared out.

"WHAT'S GOING ON AROUND HERE?!"

The booming voice nearly shook the room, as Ben shook in his shoes, and then all went dark around him. A giant shadow shaded him from the light, as he turned around, and paled at what he saw. It was a dark giant that loomed over him… and wore a clown hat. Ben saw the hat and figured it was a clown, he turned to face the shadows caster but then paled at what he saw as he backed away and then screamed "DAAAAAAAAAAAH!"

"WHO ARE YOU, BOY," The giant boomed out, as he stomped towards the staggering Ben. "DO YOU KNOW THE PENALTY OF ATTACKING A GUILD?! DO YOU?!"

But before anything could happen, Lucy managed to snap out of her funk and run up between the two, as she explained the best she could, "No, no! Master Makarov, it's not what you think! Ben was just trying to stop the fight! He's actually here as a recruit for Fairy Tail!"

The giant stopped for a moment, as he gave that much thought, "REALLY? WELL, IN THAT CASE…" and then the giant disappeared into a puff of smoke. And from out of the smoke, Ben was met face-to-face with the Head Master of Fairy Tail.

It turned out that the giant…was actually an eighty-eight year old Caucasian and extremely short, elderly man. He had black eyes and was growing bald with only the outer rims of his head containing white hair. He also had a thick white mustache. He had a black stamp of Fairy Tail that covered his entire chest area. He was dressed in casual manners which consisted of a white shirt with black Fairy Tail stamp in the middle, which was covered by an orange hoodie. His attire was completed with matching orange shorts and an orange and blue stripes designed jester hat. This was Makarov Drayar, the Head Master of the Fairy Tail Guild, and unknown to Ben, one of the Ten Wizard Saints.

The old man then smiled to Ben, as he greeted him with a more friendlier tone, "Nice to meet you…Ben, was it?"

Ben finally managed to get back to his feet, as he nodded, "Yeah, it's ah… Ben. Benjamin Kirby Tennyson, sir."

Natsu laughed aloud at that, as he cackled, "KIRBY! Your middle name is Kirby? AHAHAHAHAHAHAHHAHAHAHAA! THAT'S RICH!"

However, Elfman decked him one, as he shouted, "You don't make fun of a man's middle name! IT'S A SOURCE OF PRIDE THERE!"

"SHUT YER YAP, ELFMAN!" Natsu roared out, as the two were in each other's faces, grinding their teeth.

Ben gulped, "Does this happen here every day?"

"Yeah, and I can't figure out for the life of me why so many grown-ups act this way," Makarov groaned.

"Pardon me master." Erza suddenly spoke up as Makarov turned to her.

"Yes what is it Erza?" The guild master asked the titania of fairy tail.

"Well before you allow Ben to join our guild I request you give him an interview to see if he's qualified to be accepted." She said which got surprised looks from the others besides team Natsu. It was rare to interview someone to join fairy tail. The last person to be interviewed was Gildarts himself due to his destructive tendency.

Makarov raised an eyebrow at the request. "May I ask why your requesting this?" He asked wondering if their was a specific reason Erza seemed hesitant to allow the young man to join.

Erza didn't speak right away as she looked at the stares she was getting from the others. "I would just feel better seeing you judge him and see for yourself if he can be trusted to join our guild. It's not that I think he's a bad person but rather that I don't trust him enough to join the guild yet until he has your approval." She said seriously with her arms crossed.

Makarov remained silent as he seemed to look into Erza's eyes to see what she was feeling. The other guild members were whispering to themselves wondering why Erza was being more strict than usual on the new guy.

"Very well then, Ben follow me into my office." Makarov said before he turned around headed to a room in the back.

Ben said nothing as he just followed and figured he may as well get it over with. Although a part of him was wondering what to say during an interview since he had never been to one. Heck he never even got a job before. His responsibilities in protecting the earth kept him busy and sometimes provided payment in the form of a thank you from those he saved or just from getting an allowance.

The two walked into a room behind bar and Ben walked inside after Makarov to see it was a small room the size of living room and kitchen together. The room looked like an office with a desk at the back that had some papers on it. The walls had some pictures hanging, some he saw were of the guild from the outside, a picture of the guild members looking younger and one of an elder looking man who was carrying a staff. He had long grey hair, a long beard and strangely an eye patch on where his right eye would be. There was also a couch and some chairs but other than that it wasn't much of an impressing room.

"Huh somehow I was expecting more." Ben said outloud.

"Yeah I know it's not much but I don't really care for having a high maintenance office. I usually just do paperwork here and it's so tedious. Also I don't come in here much since I enjoy being in the bar with my dear children."

Ben raised in eyebrow in surprise. "Your children?"

Makarov nodded sheepishly. "Yep everyone whose a member in fairy tail is my precious child."

"SAY WHAT!" A gaping Ben said disbelievingly at what he just heard.

"NOT BY BLOOD YOU IDIOT!" Makarov comically argued. "I only have one grandson in fairy tail." He then grew a fearful expression. "Besides you think I'm crazy enough to have had a wife give birth to that many children? She would have killed me during the her third child birth." He said while shivering from remembering how she crushed his hand when he held it for comfort during the delivery. The way she was swearing she'd kill him for impregnating her gave him a real idea of what she'd do if she got pregnant again. He then got a cheesy grin that Ben thought looked perverted. "Besides if they were my children by blood then I couldn't look at Mirajanes swimsuit catalog." He said while looking giddy as he seemed to let his mind wander.

Ben blushed at remembering the magazine pictures Happy showed him. _"This guy is supposed to be the master of the guild?" _he thought to himself.

"Anyway we're getting off track." Makarov waved off. "Let's start your interview." He said before sitting on his chair by the table. Ben took a seat in front of the desk with a lazy posture. He heard a humming noise and turned around to see that the floor by the door now had some strange purple writing that covered the entire office.

"What're those?" Ben asked while pointing to the glowing unknown language.

"Ohh those are just magical runes I had drawn up a long time ago. When we enter the office and close the door then this becomes a soundproof room so that no one outside can hear us. It's just to make sure nobody outside is eavesdropping." Makarov explained.

_"Strangely I find that believable and very likely to happen."_ Ben thought sarcastically.

"So what's your name?" Makarov began with the classic first question.

"It's Ben Tennyson." Ben answered.

"That's an usual name." Makarov admitted "It doesn't sound like one from these parts. Where are you from exactly?"

"Well let's just say I'm from far away." Ben said before looking deadpanned for a moment "A really really far away place."

"Hmm that's interesting. So how long have you been able to use magic?" Makarov questioned.

Hearing this Ben tried to make it sound as truthful as possible without lying which would blow his cover "Well I actually started out when I was only 10 years old. Since then I've been using my abilities to help people."

Makarov raised an eyebrow in surprise at hearing that. "You've been using magic since you were 10 years old!? Well that's surprising to hear."

"Yeah well I'm surprising that way among many other ways." Ben said sheepishly.

"So what kind of magic do you use?" Makarov asked as he wondered if he possessed any magic that no one in Fairy Tail had.

"Well I use mostly take over magic and a little requip as well." Ben said with his left eye twitching unintentionally. Makarov saw this and found it odd.

"Huh so you use two types of magic. That's interesting. Most members in fairy tail only use one type." Makarov said while looking interested in him having Erza and Mirajane's types of magic. "So why do you want to join fairy tail?" he asked wondering what his reasons were exactly.

Ben looked up in space in thought for a moment before answering. "Well I wasn't going to at first but when I met your members the girl named Lucy offered me the idea of joining the guild. She said it would be great to have me along. So we travelled together back here for me to join. Also I don't have a place to stay so getting some work would definitely help me pay for supplies and a home." Ben admitted honestly.

Makarov nodded while thinking about what he heard. It seemed this young man was simply looking for work and a place he could call his own. It was sounding like this boy had been traveling for a long time as a wanderer. It wasn't strange for some members to join fairy tail simply because he was looking for work. Some started out as simply loners who just wanted a place to stay and make a living. Erza had been one clear example when she first joined. Always by herself and never talking with the other members, she even beat up those that picked a fight with her. Gray was the poor sap that she frequently beat up when he dared pick a fight with her.

"So tell me, if you were to join the guild how would you complete missions and what methods would you use?" Makarov questioned.

"Umm doesn't that depend on what kind of mission I'd be on?" Ben questioned back since that wasn't exactly a specific question he was being asked.

"Oh you're right." Makarov admitted cheerfully before he took a thinking pose. "Okay so let's say you're on a mission to stop a gang of dark mages who have taken over a town. How would you free the town?"

Ben didn't answer for a moment as he thought about the situation. "Well I guess I'd sneak into town and once I find them I'd give them a serious but kicking until they all gave up or were unconscious."

Makarov nodded. "Okay and what if they had hostages, how would you overcome that and save the hostage while completing your mission?"

Ben knew the answer to his one easily. "Well first I would fake surrendering by standing down. Then when the guy is trying to escape with the hostage in tow I would use stealth to secretly sneak closer and closer to him and them BAM, I would take him down before he could harm the hostage."

Makarov smirked as he found his enthusiasm to be interesting. He reminded him a little of Natsu only…with a bigger brain. Based on how he answered the question he seemed to have experience with combat and hostage situations. "So have you ever worked in another guild?"

Ben shook his head. "No never, I worked with a partner doing things by ourselves but we separated so now I'm on my own." He halve lied since he did work with other aliens but he figured he didn't have to mention that.

Makarov nodded. "Okay final question. How are your socializing skills with people and interaction?"

Ben just gave him an amused look. "Well I'm good with people and I can promise you that unlike everyone else outside, I'm not going to be starting or participating in destructive free for all fights."

Suddenly Makarov was right in front of him shaking his hand while looking blissfully happy. "YOUR HIRED!"

* * *

**Back outside the office**

Erza and the others were outside waiting for Master Makarov to come out with Ben and tell them if he was going to join their guild or not.

Natsu tried to eavesdrop and listen in but couldn't hear anything to his frustration. He even got the urge to break down the door but Erza stopped him and beat him up to make him stop.

The others had been talking amongst themselves wondering if the new guy was going to be accepted or not.

Suddenly the door flew open and Makarov walked out with Ben behind him. Everyone looked to them as they silently waited for him to speak up with his verdict.

"So how'd it go master?" Erza spoke up after having enough of the silence.

"Well the interview was interesting and amusing in some parts." Makarov began.

"And?" everyone asked.

"Say congrats everyone cause we have a NEW MEMBER!" Makarov shouted happily as everyone cheered. He then smiled brightly, as he hopped on one of the tables, and shouted, "WELL, DON'T JUST STAND THERE GAWKING EVERYONE! BRING OUT THE CEGS AND FOOD! TODAY, WE WELCOME A NEW MEMBER INTO THE FAIRY TAIL GUILD!"

"YEAAAAAAAH!" they all cheered, running around setting the place up and grabbing a drink or two.

Even Cana grabbed a mug as she winked at Ben, "Yeah! Let's have a toast for the new cutie!"

As they all cheered and celebrated on a new member coming into their guild, Ben had to let a small half-smirk spread on his lips, as he took a mug, "What a bunch of crazies. Cool and awesome…but still crazy." But then he sweat dropped, "Then again… I'm one to talk."

* * *

**Afterwards**

After the party, and the acceptance into Fairy Tail, Ben was sitting at a table looking at the Fairy Tail stamp he had. It was located in the middle of his left forearm beside the Omnitrix and colored his signature type of green. He smirked as he thought to himself, 'All it took was one stamp from a magic ink stamper and poof: Magic tattoo.' He sweat dropped, as he thought aloud, "Wonder if my Mom would kill me if she saw this." He grimaced, "Yeah, she would."

"Awww are you homesick Ben?" Happy popped up, along with Natsu as the two sat down.

Ben took a sip of what appeared to be alcohol, but didn't seem to taste or have any properties of it. He shrugged, as he replied, "Honestly… I'll be leaving my home when I turn eighteen next year, as soon as I go to college." But then he thought about it out loud, "Though I've got to be honest. I'm not sure I should, since I've already got a degree."

Both Happy and Natsu both went wide eye, as they said together shocked, "YOU'VE GOT A DEGREE ALREADY!?"

Ben smirked, as he got all smug about it, "Yep, just call me Professor Tennyson."

But then Natsu went back down to Earth, as he stated, "Nah, I don't buy it. There's no way you'd suddenly get a college degree. I mean, you're what? Seventeen, like me? How'd you get a degree?"

"I saved a professor or two," he responded rather smugly, but then stopped as he looked around asked, "Hey, um… where's Lucy?"

"Oh she's no fun. She went home deciding to call it a day and leave me here," Natsu groaned in boredom.

Then Happy turned towards him, and asked, "So what do you think about Fairy Tail so far?"

Ben shrugged, "It's pretty… different from what I've seen. It's certainly a cool looking place and everyone here looks nice."

Natsu smirked at that rather proudly, as he continued to lay on the table, hiding his face. Then Happy smirked as he asked, "So let me ask something. What's the one thing you find different here from your home?"

Ben blinked at that, as he thought about it, until he spotted something in particular. Cana, Mirajane, Erza and even some of the fewer under-developed girls, as he arched an eyebrow, and confessed, "I have to say… the curvaceous girls." The two blinked at this as he explained, "Believe it or not, the girls in my world were hardly this, um… _attractive_ at first glance." It was true when Ben had come into town he had seen woman with figures and levels of beauty far greater than Jennifer Nocturne. They all such curvy figures that models would kill for, large breasts and had lovely faces. So far he saw that Mirajane was the best looking with Erza in second but then again that could just be from seeing her in the magazine.

Happy teased him, "You can't handle the level of sexiness in this world, can ya?"

Ben grumbled, "Well, you have a way of making it uneasy for me to handle it with all that teasing."

Finally, Natsu sat up; as he looked to Ben all serious, as he smirked, "Let's fight."

Ben went wide eye at that, as he asked, "Wha…? Why?"

"Back in Hargeon, I was giving all I got on the iron giant but in the end, you were the one to beat it." the intensity around Natsu was flaring up. It was almost as if he was getting excited just thinking about fighting him, "I want you to give me all you've got in this! No holding back."

Not too far from the boys, two men were watching this with amusement. The First man was a thirty-six year old Caucasian man initially portrayed as a slim, mildly muscular man of average height with short, straight, slicked back dark blue hair. He had linear dark eyebrows, dark eyes, and a prominent nose with a flat, rectangular front. The lower part of his face was covered in quite a large amount of stubble, which included a thin mustache. He was considered to be quite attractive amongst women. The man's guild mark was located on his right bicep, positioned just below his shoulder. His initial outfit consisted of a knee-length white jacket, often kept open, with a wide, dark purple collar and matching edges, with the sleeves kept rolled up. The sleeves of the simple, dark shirt he wore underneath this jacket were visible sprouting from the latter's own sleeves, and reached down below his elbows. He donned brown, pinstriped pants held up by a lighter-colored belt bearing a snake-like pattern, with a simple, square-shaped buckle, partially obscured by his shirt, and a very distinctive pair of shoes, adorned with a leopard pattern. Around his neck he wore a large, serpentine necklace, which was held up by a chain. His name was Macao Conbolt, one of the other Mages of Fairy Tail, expertise in Purple Flare and Transformation Magic, also father to Romeo Conbolt, who was a friend of Natsu's.

He was a thirty six- year old Caucasian man of average height, distinguishable by his brown hair, which was kept in an ostentatious pompadour-like style that protruded frontward from the top of his head in a large, curly and fluffy tuft. He was almost always seen with his eyes either closed or semi-open; they seemed to have light-colored pupils, as shown when he opened one of them to display his surprise. His physique is peculiar in the fact that, despite Wakaba having quite a large belly, his abdominal and pectorals are well-defined. His Guild mark was yellow in color, and was located near his left pectoral. He also seemed to have mildly hairy legs. His outfit usually consisted of a loose, light green shirt decorated with many motifs of stylized dark-colored flowers with five petals, a pair of pants cut down below his knees (held up by a light belt adorned with many black stars partially hidden by his shirt) and sandals held up by striped bands. His name was Wakaba Mine, a friend and partner of Macao, and an expert in Smoke Magic.

And the two had a sort of habit on betting in fights like this, as Wakaba smirked, "Betcha 500 Jewel Natsu takes him down in five punches or less."

"Well, that's not fair," Macao brushed that aside, until a glint was in his eyes, "800 Jewel that he takes the new guy down in one punch."

"You suck at this, Macao. No wonder I keep getting rich from all the bets we make," Wakaba chuckled.

Ben just sweat dropped at this, "They're both betting on Natsu…"

"Yeah," Happy explained. "It's because Natsu always has a way of beating the new guy. They don't even think you stand a chance against him."

Ben looked to Happy, worried, "Gee, I feel very welcomed here."

"C'mon, Ben," Natsu roared, as he hopped to a clearing in the room, and fired his fists up, as he readied for the fight, "We gonna talk all night or fight!?"

"C'MON TENNYSON!" Elfman roared out. "If you're a man then ACCEPT THE CHALLENGE!"

Ben sighed, as he hung his arms up in surrender "Alright, alright. I'll fight. But after this, we're going house hunting; I'm not staying at a hotel. They always charge you so much just for the snacks and their beds are sometimes uncomfortable."

"Not so fast!" Makarov spoke out as he stepped forward.

"What is it gramps, don't tell me I'm not allowed to fight!?" Natsu protested.

"I'm fine with that" Ben said simply as he didn't really want to fight.

"On the contrary if you're going to fight then take it out back cause I won't have you two messing up the place any further." Makarov said as Natsu got his grin back in excitement.

'Oh great,' Ben thought with a sigh as he and Natsu walked out back with everyone else following to see the match.

When they did get out a temporary pause was called as Cana was gathering bets from the other members of the guild. Practically everyone was betting on Natsu winning the match while only a few decided to bet on the new guy. Erza in particular betted 20,000 jewels on Ben winning much to everyone's surprise. When Cana said that all bets were now closed the two fighters were now ready to duke it out.

"Get ready Ben cause I'm going to show you what I'm made of." Natsu said while cracking his knuckles eagerly.

Ben however didn't seem so eager compared to his opponent. "Whatever, let's just get this over with so I can go find a house to purchase."

Natsu raised an eyebrow. "I thought you said you didn't have any money?"

Ben now had a sneaky smile. "True but I just thought of a possible way to make some quick cash but enough about that let's get this fight started." He said while scrolling through the Omnitrix for the right alien to use.

"_Hmm well I saw him use fire so maybe fighting fire with fire will be a good start_" Ben thought before choosing his alien and slamming the Omnitrix.

In a green flash, Ben's entire body was covered in red stone. The creases in between glowed brightly with heat. His face was turned to red stone with yellow flames rising from it. His hands swelled to a bigger size, meant for battle. In the center of his chest was the symbol of the Omnitrix.

"I call this one… Heatblast!" the fiery alien spoke up.

* * *

**Omnitrix Encyclopedia**

**Heatblast AKA Pyronite**

_These people hail from the star Pyros, which isn't a planet but more of a still-living sun. They are a magma-based life form that is capable of manipulating fire and temperatures to do whatever they want. They can even fly using thermal energy to propel them along. However, they are riddled with weaknesses. They are extremely vulnerable to water and other such fire extinguishing materials. They are also unable to lower their body temperature which makes it impossible to touch almost everything outside of their home planet._

_However, they have an amazing transformative advantage. If a Pyronite catches a cold, their symptoms and body temperature drop down to subzero degrees, and the flames on their bodies become electric blue. And instead of fire, they will shoot out ice and cold blasts._

_And on a fan-based note, Heatblast was the first alien form Ben turned into once he obtained the Omnitrix._

* * *

"Ah, nice," Natsu smirked. "I would've called you Matchstick, or Charcoal. Maybe Heatwave."

"Dude those names suck. Although the last one wasn't so bad, I'm still going to reprimand you for that! HERE!" Heatblast reared back his arm and before thrusting forward repeatedly. Five spheres of pure fire shot forth through the air towards Natsu. Aiming to use them as a distraction, Heatblast then slammed his hands down on the ground and a giant wave of fire raced towards Natsu.

The Pyronite smirked as he watched his opponent being engulfed in fire.

The two adults were amazed by the large display of fire but Wakaba shrugged. "Bet this kid doesn't realize he's just feeding Natsu?"

"He'll learn the hard way." Macao added.

"Don't worry guys. I manipulated the temperature so that he would only get first degree burns at best." Heatblast said. However, he gained a confused expression on his face when he saw everyone starting to laugh or smirk at his comment.

"Actually..." Macao pointed at Natsu's location. "...you best take a look at your opponent before you think you took him down."

"What are you talking about, I basically cooked...him." Heatblast's words decreased in volume as he turned to where Macao had pointed, his eyes widening in amazement and shock at what he saw. The fires he created were swirling around like a vortex before vanishing from view...down Natsu's throat. As the Fire Dragon Slayer finished eating the fire he released a small burp and pounded his chest.

"Damn. That was some of the best fire I've had in a long while. Thanks, Ben!" Natsu grinned toothily at the Omnitrix wearer.

"Did you just eat those?" He asked, sounding rather shocked.

Natsu belched again to get rid of his excess gas. "Yep sure did."

"So that's what you do? Eat fire?" He asked.

Happy flew next to him, avoiding his flaming body, "That's one of Natsu's abilities he learned from Igneel, his Dragon Guardian and Teacher."

"Oh, is that so?" Heatblast muttered. However, as he processed the information, his fiery eyes widened! "Wait, you're telling me he was raised by a Dragon?! LIKE A FLYING FIRE-BREATHING LIZARD BEAST?! THAT KIND OF DRAGON!?"

"What other type of Dragon is there?" Happy asked curiously. Ben was silent at that as the images of Daigon in his dragon form went through his mind before he shook them off.

"That's right, Ben! I was raised by a badass Fire Dragon on how to use fire, making me a Fire Dragon Slayer!" Natsu boasted. He then dug his feet into the ground to get a better footing before pushing off, racing towards the Pyronite alien. "NOW LESS TALKING, MORE FIGHTING! FIRE DRAGON'S IRON FIST!"

Natsu's fists were coated in fire before he leaped into the air to deliver a powerful punch. However, Heatblast just stood there and took the attack head on. A powerful explosion rocked the ground and covered both combatants in dust and smoke.

"Well Tennyson's down," Elfman nodded. "A real man who have avoided the attack."

Erza however wasn't sure about that, 'Somehow I get the feeling that a guy made of rocks and fire won't be easy to beat with fire magic. Not to mention Ben is stronger than he's letting on.'

"Hear that Wakaba? Now pay up," Macao held out his hand, making 'gimme gimme' motions with it. The smoker puffed a smoke cloud in his friend's face.

"Like hell I'm gonna pay you now. Let's wait for the smoke to clear, then we'll see if I have to pay or not."

As Wakaba said that, the smoke and dust settled and the mages of Fairy Tail had their eyes wide with amazement as Heatblast had been standing as tall and as strong as he was when he first appeared. The Pyronite chuckled as he looked at Natsu's fist which was embedded against his rocky chest. Heatblast then grabbed Natsu's arm and twisted so that his back was facing the Dragon Slayer. He jammed his hip against the parallel side of Natsu's own, lifting the pink haired mage over his shoulder before bringing down with a great amount of force, enough to crack the ground. Heatblast kept his grip on Natsu before spinning around rapidly at dizzying speeds.

"Oh boy. Natsu's gonna get motion sickness now." Cana sighed.

"That idiot's gonna be dead if he continues being so weak from just moving quickly." Gray muttered while silently enjoying the sight and wishing he had some popcorn.

Heatblast threw Natsu through the air, but the son of Igneel managed to recover from his motion sickness, the adrenalin overpowering his need to vomit, and righted himself in midair. His sandals made friction with the ground which made him skid backwards before he came to a stop.

"Nice shot, Ben, but how'd you take on my punch?"

"Pyrokinetic being bro," Heatblast tapped the side of his head. "You gotta think when you fight. Fighting with fire against Heatblast is like trying to drown a goldfish in seawater."

"AYE SIR!" Happy shouted. "I like goldfish! They taste good!"

Natsu growled at that comment. "Fine, but even though you can take on fire..." Natsu's hands were encased in flames once more. "I'm still a better fighter." Natsu ran towards Ben and delivered a punch aimed for Ben's chest. Ben shifted into a fighting stance and made a 'come at me' motion.

As Natsu ran, Heatblast smirked before clasping his hands above his head and slammed them down on the ground. The earth began to shake and quiver before three large pieces of the ground raised themselves up into the air. "Yeah, just so you know, Heatblast has a bit of geokinesis as well. Now let's see is you can eat burning hot rock, Fire Dragon Slayer!" Ben shot a few bursts of fire at his levitating weapons, turning the earth into molten magma in an instant.

"That's just...wow!" Everyone couldn't believe their eyes at how powerful Ben's alien form was. Ben then thrust his hand forward and one of his boulders shot towards Natsu. The magma projectile burned the air as it raced towards him, but the son of Igneel coated his leg in fire and leaped into the air before spinning.

"Fire Dragon's Talons!" Natsu's attack came in the form of a powerful roundhouse kick that sent the burning rock flying back towards Ben, but the sixteen year old saviour of the universe caught it with his geokinesis before sending it back at Natsu and this time he sent a second one at him at the same time. Natsu growled in annoyance as he was forced to deflect both projectiles.

"Fire Dragon's Wing Attack!" Natsu leaped into the air as his arms became coated in yellow-orange flames. He swung his arms forward as the fire took on the shape of a dragon's wings, clashing harshly with Ben's magma weapons. The rocks shattered apart and magma rained down from above like a meteor shower, but Heatblast ignored it before sending his last magma weapon at the son of Igneel.

Natsu ejected fire from his hands and from the bottom of his feet so he shot towards it.

With a roar, he reared back his flame covered fist. "Fire Dragon's Iron Fist!" The momentum carried behind the fist was so immense that Heatblast could only stare in amazement as Natsu literally punched through his attack and continued on a path to hit the Omnitrix wielder. Natsu landed on the ground a few feet away from his opponent and grinned toothily as he lay crouched on the ground.

"That all you got?" The fire dragon slayer said cockily and with excitement.

Heatblast's face gained an annoyed expression. Overconfident banter was his shtick and nobody else's. In that mild fit of annoyance, Ben's sense of smart battling took a short break as he launched himself in the air, as he soared over Natsu. As he landed behind him, he formed a large blast of flame. "Try this on for size!" Heatblast roared and fired the blast right at him.

It exploded and Natsu was engulfed in flames. Mirajane was amazed by this battle. "Wow. Looks like Ben might be on the same level with fire magic as Natsu."

Cana merely took a sip at her drink, and blushed a little as she looked at Ben's form, Heatblast, "I think...he's pretty hot."

Mirajane sweat dropped as she asked, "Are you saying that because you think he's cute...or because he's literally flaming hot now?"

"The first one but then again it could be both." The heavy drinker said.

As Natsu ate the fires from the Pyronite's latest attack, the members of Fairy Tail cheered for the Salamander.

Heatblast's eyes narrowed in thought, 'He's got firepower that much is certain. I'm getting nowhere if this keeps up. Though I have immunity from fire, he seems to be good at hand-to-hand and so I need something to help me with that. Something durable but with power...' Ben's fiery eyes brightened as he had his choice made.

"You're good, Natsu." Heatblast said. "But I for one think it's time I cooled you down and put you out." Heatblast patted the Omnitrix symbol on his chest and a flash of green obscured him from sight before it vanished. Standing in Heatblast's place was a large creature that resembled the mythological werewolf. The new opponent had grey fur, a long flowing mane, and a large bushy tail. Four sharp claws were on each hand with one of them acting as a thumb. The wolf-like beast snarled before unleashing a loud howl to reveal the inside of his mouth is green.

"Blitzwolfer!"

* * *

**Omnitrix Encyclopedia**

**Loboan AKA Blitzwolfer**

_Loboans are a werewolf alien species located on the moon of Luna Lobo which orbits the central planet of Anur Transyl. Loboans can emit a powerful green ultrasonic howl by opening their quadra hinged muzzle. This can either cause considerable damage to his targets, reflect incoming projectiles, or propel themselves like a booster rocket. Loboans have enhanced senses of smelling and hearing, as well as agility, speed, and strength. Loboans have formidable claws, fangs, and strength. The claws on their feet can grasp like hands and they also have a prehensile tail. Their weaknesses is their hearing, as loud noises can stun them. They are also color blind._

* * *

Blitzwolfer looked at himself before slumping. "Ah come on, I wanted Water Hazard."

"Hey, where'd Heatblast go?" Natsu asked as he looked around for the Pyronite.

"The Omnitrix has a function that allows me to switch between my alien forms by tapping the symbol on my chest." He pointed at said symbol. "Though it does tend to lower the power for me with every change I say it's worth it for me to keep fighting at max time limit. I can stay in my alien forms longer because of that, so the trade-off is kind of good depending on the situation.

"Oh." Natsu blinked as he stared at the Loboan. There was a period of silence as Natsu stared at Blitzwolfer and the green eyed werewolf sighed.

"You didn't understand any of that, did you?"

"None whatsoever," The dragon slayer said clueless.

The mages on the sidelines sweat dropped, planting their faces in their hands. "Idiot," was the simultaneous comment.

"Alright, basically, I can switch between any forms I want if I tap the Omnitrix symbol. That's all you need to know."

"Gotcha," Natsu said now getting it.

And with that, the two ran towards each other. Natsu's eyes widened when he noticed just how fleet footed his opponent was. Blitzwolfer left a trail of dust behind him as he ran and reared back his arm, aiming to slash at Natsu with his claws. However, Natsu dropped down and quickly managed to channel his forward momentum and slid between the Loboan's legs. He pushed himself to his feet and went to deliver a kick to the back, but Blitzwolfer grinned toothily before wrapped his tail around Natsu's leg and stopped the attack. Blitzwolfer let go and Natsu lost his balance when he fell before the werewolf alien spun around and delivered a quick punch to the chest and abdominal area that knocked the wind out of Natsu's lungs, however, Natsu recovered quicker than Blitzwolfer would have anticipated and was met with a powerful left rook that sent spittle flying from his lips.

"Eat this!" Natsu delivered a right hook this time and then grabbed Blitzwolfer by his mane and spun around rapidly. Once he built up enough momentum he threw away the alien of Luna Lobo before taking a deep breath. His stomach swelled as magic and air filled his body.

"FIRE DRAGON'S ROAR!" The tongue fire raced through the air towards the airborne Omnitrix wielder. Blitzwolfer flipped in the air and skidded backwards before looking up at the blazing attack.

Everyone's eyes widened when they saw Blitzwolfer standing strong before rearing his head back and then his muzzle split apart into four parts, revealing the inner parts of his mouth much more clearly.

"Well...that's interesting," Mirajane commented.

"More like peculiar if you ask me," Erza stated.

"Not everyday you see a werewolf do that," Gray commented, unknowingly stripping his shirt in the process.

"Interesting? That's disgusting!" Cana exclaimed looking sick from seeing the display of splitting flesh, the others nodding in agreement.

Blitzwolfer then unleashed a powerful howl. Sonic waves rushed forth from his maw and clashed with the tongue of fire and everyone was forced to cover their ears due to the volume of the attack. Natsu's attack came to an end when the Fire Dragon Slayer had to cover his own ears due to his sensitive hearing. His scream of pain was quickly overpowered and the Sonic Howl continued onwards and slammed into the son of Igneel and sent him rolling on the ground.

Closing his mouth, Blitzwolfer suddenly entered a coughing fit. "Ugh, I hate doing that for too long. It's bad for my throat."

"Just what kind of monster is Ben?" Macao commented.

"I don't know but he's tough that's for sure, Macao." Wakaba said.

"Oh by the way, you two owe me money." Cana said. The two adults turned to each other before looking at the female drinker.

"What! why?" They exclaimed.

"You bet five hits and you bet Natsu would end the hit in one. Neither of you guessed correctly and so the money's mine."

"But you're not even part of the bet. You just organized them!" They both shouted in protest.

Back on the battlefield, Natsu shook his head as he lay on his hands and knees. He turned away and vomited for a second due to his nausea and then shook his head once more to rid himself of the ringing in his ears.

"You got me good Ben. I'll admit that." Natsu moaned out sickly as he regained his sense of balance.

"I feel a but coming on." The Loboan predicted.

"But...I still got you beat in close quarters!" Natsu yelled before he pushed himself towards Blitzwolfer. Natsu roared as he swung his fist towards the Loboan, but Blitzwolfer effectively sidestepped the strike and went to counter with his own punch aimed for Natsu's head.

However, Blitzwolfer's eyes widened when Natsu grinned toothily. "Gotcha." Natsu fell forward with the momentum of his punch, leaning his head downwards so that he avoided the blow to the skull. He then twisted his body as he got down lower to the ground so that he was lying down on his back on the ground. He then utilized his leg and lower abdominal muscles to go into a cat spring to get back onto his feet and punched away Ben's outstretched arm, thus leaving him unguarded. Natsu then engulfed his entire leg in fire and manipulated it so that it gave his leg an added thrust.

Blitzwolfer released a cry of pain as Natsu delivered a powerful flying knee to his face and sent his head rearing back. The werewolf alien could have sworn he saw miniature moons and stars swirling around his head. However, more pain was introduced to Blitzwolfer as Natsu grabbed him by the back of his furry head as he fell. As Natsu hit the ground, the momentum of his fall had brought Blitzwolfer's head down at the same time and the Loboan had Natsu's knee slamming into his muzzle for a second time before being delivered a straight kick that sent him skidding backwards. The combo didn't end there as Natsu leaped towards Heatblast and delivered a two punch combo to the stomach before lashing out with a low kick to the knees.

Blitzwolfer began to fall to his knees due to the loss of balance, but Natsu bent his knees and channeled fire so that it burst out from his elbow. With the increase in thrust, the son of Igneel lashed out speedily a flaming uppercut crashed against Blitzwolfer's chin and caused the werewolf's lower jaw to meet his upper one with a resounding 'clack' sound. The force of the attack sent the Loboan a few feet off the ground before Natsu leaped after him and wrapped his legs around his opponent's head.

"And now for the finale!" Natsu yelled. He provided a little more altitude for his attack by releasing flames from his fists and then performed a backflip while keeping his legs wrapped around Blitzwolfer's head. Once he reached the apex of his flip, his legs were swung over at a rapid pace and he let go of the werwolf alien. Blitzwolfer zoomed towards the ground at a breakneck speed and canine yelp of pain echoed through the air as he made impact.

A resounding crash was heard and the earth cracked and broke apart before Natsu fell after Ben and slammed down on his back. Another yelp of pain erupted from the canine alien's muzzle and Ben now lay in his own personal crater.

Natsu grinned as he toothily as the other members of Fairy Tail clapped their hands for Natsu. The Fire Dragon Slayer bent down to Blitzwolfer's ears as he stepped off of him. "Good fight man. You're fun, I think..." Natsu's eyes widened when Blitzwolfer's closed eyes snapped open and a grin formed on his face.

"Psyche!" Blitzwolfer suddenly flipped himself over and tapped the Omnitrix symbol on his chest and another flash of green appeared. When the light died away, Ben was no longer Blitzwolfer. Instead, he was now a massive nine-foot armoured being shaped like a heavy oven-like suit. The suit had a handle on its head, and the shoulders had bolts. There were three more bolts on each hand and two in the chest. The being's helmet was built into the shoulders and had three grills for eyes. And the Omnitrix symbol was on the chest piece.

"NRG!" His new form spoke out.

* * *

**Omnitrix Encyclopedia**

**Prypiatosian-B AKA NRG**

_Prypiatosian-Bs are a race of aliens from a planet located somewhere in the Andromeda Galaxy. Prypiatosian-Bs are humanoid aliens made of pure, red, radioactive energy. Only male Prypiatosian-Bs have been seen, so it is unknown what female Prypiatosian-Bs look like. They need to wear a containment suit in order to walk around other life forms to prevent radiation poisoning. The suit also manages their powers. The energy Prypiatosian-Bs radiate enables them to generate intense heat, and melt through solid metal and rock by merely touching it. They are capable of firing highly radioactive energy beams which can corrode and melt metallic objects. They can channel heat through the ground, resulting in a massive geyser of lava. They can fly at high speeds. They eat energy and the more they eat, the bigger and stronger they become._

_Because NRG is always in his containment suit, his abilities are weaker than if he was outside the suit. Because of dangerous radiation his body gives off, NRG must stay in the suit for the safety of others and keep its radiation to a minimum. NRG's suit decreases his speed and agility. Taedenite is the only known element that can damage NRG's suit, outside of the suit itself. The eye holes in the suit are quite small, which limits his vision somewhat. NRG is vulnerable to carbon dampening rods, which slow down nuclear reactions and inhibit his radiation generating abilities. However thanks to Ben's new Omnitrix he can now open the suit and unleash NRG's true form whenever he wants._

* * *

Natsu blinked at this, as he asked, "A giant walking oven? Not much of an improvement."

"Oh don't worry, my friend. Dis alien transformation can handle itself pretty well." NRG spoke out in a Russian accent. He clumsily ran towards Natsu and threw a punch at him, but Natsu hopped out of the way before countering.

"Too slow Tennyson!" Natsu wrapped his arms in flames. "Fire Dragon's Wing Attack!" Natsu cried out and slammed his attack against the armored boy. He sent him flying, crashing into a couple of benches. Natsu then inhaled deeply. "Fire Dragon's Roar!" Natsu then used his signature move, releasing a large quantity of flames from his mouth directly at NRG.

The flames flowed all around him, hiding NRG from sight who was not even moving. Natsu and everyone else figured that he didn't make it out when the tower of flames continued to burn brightly. Natsu panicked, "Oh crap! Don't tell me I killed him?!"

"Natsu you idiot!" Happy cried out.

"Wait! NATSU LOOK OUT!" Mirajane cried out. Natsu stopped yelling to the skies and turned to Mira.

Suddenly, NRG's armored body came flying out, smashing Natsu across the room and into the wall, as Happy and the others turned towards the flames. The flames were suddenly being sucked in. As the flames all disappeared and were sucked in, the mysterious new figure was revealed. The being was humanoid, but made of red and yellow energy. He wore two suspender straps with green buckles on them, a belt with the Omnitrix symbol for the belt buckle, two wristbands on both arms and two knee braces on both legs with green buckles on the braces. On his face he had a savage looking grin like the kind you'd see carved on a pumpkin for Halloween where the inside was completely white and he seemed to have lightning shaped bolts for eyes.

This was NRG's true form, hovering in the air.

Natsu tossed the armor aside, as he looked at NRG's real body, "So that's what was inside the armor?! That is so awesome!"

"You haven't seen anything yet." The now unarmored and unrestrained NRG smirked larger.

"Fire Dragon's Brilliant Flame!" Natsu ignited both his hands in flames and brought them together, creating a gargantuan fireball and threw it at NRG. The blaze encompassed the energy being.

"HA that got him." Natsu cheered however he's mood quickly changed when he and everyone else where shocked to see the flames whirling around before they began to shrink and NRG was revealed absorbing the flames in his palms and mouth in a way similar to Natsu. When he finished absorbing them NRG let out breath of satisfaction.

"Ah now that was a delicious meal." NRG said while patting where his stomach would be.

"He actually ate Natsu's flames" Erza said in surprise since that's never happened before.

"HEY THAT'S MY THING YOU COPY CAT!" Natsu protested angrily which Ben found humorous.

"Then you should've gotten copy right infringement." NRG said which earned a confused look from Natsu. "Oh never mind, anyway Natsu you should just give up now cause there's no way you can beat me as NRG." He stated as if it was a fact.

"Give up? Ha as if, I never give up and I never will!" Natsu stated almost as if offended.

"I admire that spirit of yours but sometimes you need to know when to stand down." NRG said before he built up power in his hands and then unleashed a blast of energy at Natsu who rolled to the side to avoid it before charging forward.

"Let's see you eat this! Fire Dragons Iron Fist!" He shouted as his fists become coated in fire and he jumped into the air delivered a aerial punch at NRG who had a smirk on his face as he didn't move or put up any defense as Natsu wailed on him where the force of the hit sent NRG rearing a few dozen feet back before he stopped himself in mid-air.

"Well that stung a bit but nothing I can't take." NRG said while seemingly stretching to flex himself.

Natsu was surprised by how little his attack did and then he noticed that his hands weren't on fire anymore. "What happened to my flaming fists?"

"In case you haven't noticed Natsu I can absorb any fire you throw at me. Including the ones on your fists. So go ahead keep fighting me cause at this point your just a meal for me to drain dry." NRG said a bit smugly.

"Then let's see how you do without fire!" Natsu said before he ran forward and attempted to punch him without any fire this time.

"Oh so you're going to use simple hand to hand combat to fight me? That's pointless too I'm afraid." NRG simply said while crossing his arms and just staying put like before.

Natsu was over him in an instant and then to everyone's surprise Natsus fist when right through NRG as if he was a ghost or something.

"WHAT THE! WHAT HAPPENED!" Natsu yelled not understanding how he went right through him.

"You're not getting it that's what." NRG said as he began explaining. "I'm not flesh and blood anymore Natsu, I'm living energy. The only way you can touch me is by using magic but as you already know your fire is useless against me cause I'll absorb it. So unless you can use a different type of magic there's basically nothing you can do to fight me evenly. I however…" NRG reared his arm back and then punched Natsu in the jaw which sent him skidding back a few feet. "Can still hit you physically."

Now all the viewers were shocked at what Ben said.

"Natsu's fire dragon slayer magic can't injure him and if he tries fighting without it then he can't touch Ben. He can't win!" Happy said hurryingly at the revelation.

Erza was in similar thought, 'He chose a form that can absorb fire and can't be touched by physical attacks that aren't powered with magic. Natsu doesn't have any other powers besides fire, there's nothing else he can do now.'

"OH YEAH WELL TRY THIS THEN!" Natsu said before ran at him with his fists blazing again as NRG took a stance this time. Natsu swung his fist forward but then suddenly jumped over NRG who looked surprised but before he could react or turn around Natsu shouted from behind him. "Fire Dragons Roar!" and then exhaled a tremendously large amount of fire that seemed to affect NRG as he was blown forward and then caught in the attacks large explosion.

"Ha ha bet you didn't expect that did you. Looks like you couldn't eat that attack if you weren't facing it." Natsu proclaimed while breathing a little heavily from using up a lot of magic as he took a victory pose as the smoke and fire went down.

"HA HA HA HA HA!" A loud laughter sounded from the smoke to reveal NRG looking unharmed, in fact to everyone's surprise he was now taller than he was before and looking more illuminated.

"WHAT THE!?" Natsu said dumbfounded at the now larger opponent.

"That was some real good stuff but now it's my turn." NRG said as he gather an enormous amount of energy and then let it out as one huge blast that Natsu couldn't avoid in time as he got blasted into a crater.

The attack was so strong that everyone shielded their eyes as they felt the intense heat that attack was putting out.

'Incredible, his attack is so strong it feels like I'm standing by an awakening volcano,'Erza thought while also shielding her eyes from the intense heat she was feeling from the attack.

When NRG stopped pouring his attack he flew down to see Natsu lying in the crater with swirls in his eyes and looking like he wasn't getting up anytime soon. Seeing his opponent down NRG flew over to the suit, and transformed back into Ben. He went over to Natsu and saw him wake up but had trouble moving.

"And that my friend is how you win. Good try thought Natsu." Ben said while he helped the dragon slayer up.

"I don't feel so good." Natsu said while looking pale and holding his mouth closed like if he was about to puke.

"Hey you better not hurl on me otherwise I swear I'm gonna throw you on a runaway train!" Ben warned while moving him further away from him.

Happy was smiling at Natsu, as he teased, "Whoa. Looks like Ben's NRG has a big appetite for flames, as much as you do. Though I don't think you can eat his."

"Yeah… too… salty and bitter…plus they make me want to puke…badly" Natsu could only wheeze out.

Wakaba blinked at this, as his pipe dropped on the ground, "He beat Natsu? A newbie?"

Macao smirked, "Makes ya wonder what would happen if he faced Gray or Erza, let alone Laxus or Gildarts."

Elfman roared out with his fists pumped in the air, "YEAAAAAAH! NOW THAT'S A REAL MAN FOR YA!"

Even Mirajane was stunned a little, as she smiled, "Wow. He's amazing for a newbie." She looked to Cana, as she asked, "What do you think, Cana? Not that I think that…" But then she blinked, as she saw a look she saw only on a rare occasion, "Oh boy…"

"Looks like this Guild's got a real man in the mix," Cana smirked. And then she hopped up and down, "And this man earned me a ton of money! WHOO-HOO!"

Gray smirked, "About time somebody his age kicked Natsu's butt. I'm just sorry it wasn't me."

Erza smirked, "And it earned me a nice large reward in the bet."

As Ben brushed his shoulder suddenly Cana popped up on the bench next to him. Taken aback, Ben blinked and stepped back a bit, a bit jumpy at her sudden appearance. He asked, "Um, can I help you?"

She winked at him, "Wanna have a drink together, Big Ben?"

But then Mirajane popped up, flailing her arms around, as she whined, "Cana! He's not old enough to drink!"

Ben sweat dropped at the two, as he simply answered, "Uh, sorry but I've got to find a place to stay."

"A hotel," Mirajane asked.

Cana winked, "You can stay at my place." She then gave him a saucy look. " We could share the same bed, if you'd like."

Ben blushed at the implication and how he was starting to feel **really **tempted to take her up on her offer as he shook his head, "Thanks for the offer but I'm just trying to find a place of my own. Preferably one with a huge attic."

Cana frowned, "Oh poo. You know, I've got plenty of room in my place."

But a playful bonk on the head from Mirajane stopped her, as she looked to Ben, "You know, I might know of a place. If you're interested but it'll be kind of pricy?"

Ben blinked at that, as he smirked, "That's fine with me, just wait a while until I get back." He said before walking away.

"Where are you going?" Mirajane asked.

"To make a withdrawal," Ben simply said before he was gone.

* * *

**Later On**

**Outside**

Ben got a good look at the place that Mirajane had led him to. It was a nice two stories tall house with the main body of the house being cream colored and the roof being shaped triangularly from a two dimensional point of view, being made of reddish white tiles. It had a few windows and a nice balcony near the roof. The door is of European design from the kind you would see on a mansion with white painted metal creating the border but the rest of the door was made entirely out of oak wood but had intricate carvings in the shapes of swirls and other things.

The best part was that the house was in a clearing away from the town and surrounded by a large metal fence for security which gave him plenty of room inside for a front and back yard.

"Remind me how you got enough money to afford the down payment?" Mirajane questioned.

Ben just gave her a sly smile. "Let's just say I sold something valuable for cash."

However what Ben didn't tell her was that on the way to the guild with the others he had spotted cash trade shop where they take in gold, gems and anything valuable for cash. So with a quick change to Diamondhead he made himself a bag full of shards that he sold to them for as much as they'd give him. I nice big 188,000 jewels.

"Well I'm sure you'll enjoy it considering how it has about three bedrooms with a bathroom with two showers and one big bathtub. Like a miniature Jacuzzi, if you think about it. What do you think, Ben?"

"I hope the insides as good," he asked with some excitement.

* * *

**Inside**

"I was wrong it's better." Ben said with a grin while looking at his new place. "Home sweet temporary home."

* * *

**Next Chapter: First Day on the Job; the More Things Change… Again**

**Author's Note: Some of you are asking why NRG's radiation didn't affect the others. Well, i'll tell ya. Due to their magical abilities hey have a stronger immune system and resistance than normal people which is why they didn't show it. As for Natsu since he's a fire user, he has a much greater resistance to heat based energy which is why he only felt dizzy and somewhat sick. As for the other members who we're watching the fight, they were at a good distance away from the fight which kept them in the safety zone so to speak. However if they had been fighting NRG himself then they would've suffered radiation poisoning if they were exposed for too long and took direct hits from him.**


	4. Ben's First Job

**Author's Note: Like Jury Rigg, there isn't any detailed info on any of the aliens who don't have their own wiki page online. So I'm making them up based on some notes an ideas about them. Also for those who are wondering about my Ben 10/Rosario Vampire fic, I'm taking a break from it to focuse on this fic cause I'm having fun with it and I'm loving how it's going. So for now Rosario Vampire is on hold until I get the urge to work on it again. Don't worry I'm not abandoning it, just taking a break from it to work on something new.**

**Also this chapter was inspired by the Fullmetal Alchemist episode, A Forger's Love.**

**Also if you readers have any ideas for this fic then please leave them in your reviews and maybe, just maybe you'll see them be used. NOW ON WITH THE SHOW!**

* * *

**Fairy Tail: Omniverse Invasion**

* * *

**Chapter 4: Ben's First Job; A Mage's Love gone Dark**

* * *

**A Week Later**

**Not Far From Magnolia**

**Inside Ben's Home**

The house was cleaned up nicely after Ben had moved in. so far, the place had one main bedroom with three extra bed rooms, two showers, and a large hot tub. The strange and rather embarrassing thing about it was that it was connected to the main bedroom, and the secondary bed room. Ben had to figure out how to fix that, but didn't worry about it, since the bedrooms and bathroom were located on the second floor, which was connected to a stairway on the wall. On the first floor, a game room, and storage room were located there. As well as a mid-size kitchen stocked with a big fridge, a brick oven stove, a carving table, and a nice dining table. Also on the first floor was a living room loaded with furniture that Ben had acquired. Connected to a patio on the backyard was a large training room.

The place was pretty big and lonely but for Ben it was more than enough to hide from everyone else at the moment. However he wasn't hiding in his house at the moment.

* * *

**Basement**

The basement had been converted into a lab of sorts with tech and lacrimas. With the use of Ben's smartest aliens, Grey Matter, Brainstorm, and Jury Rigg, he had set up quite a workshop. The walls inside the basement were covered in a layer of think metal which helped it double as a bunker. It was pretty handy and easy now that with all three of his aliens, he had found a use on the Lacrimas, which were amazingly similar to some alien technology. Although there wasn't much to work with, considering all he had was the Tenn Speed bike and his hover board. Which he didn't want to take apart seeing as he needed the vehicles he had. He wished he could use his aliens more to make more materials and build the technology. But right now, he had enough to build what he was working on at the moment.

On a large work table, with crystal light lacrimas lighting up the area, Ben was hard at work on something, while in one of his alien forms.

He was now a tiny alien who was only five inches tall. He had a large head with bulbous yellow eyes. His pupils were rectangular and horizontal. His hands and feet had three digits each. He was wearing a black and green bodysuit and the Omnitrix symbol was on his back. This was Grey Matter, one of Ben's smartest aliens.

* * *

**Omnitrix Encyclopedia**

**Galvan A.K.A. Grey Matter**

_These tiny five-inch people hail from the planet known as Galvan Prime. They are hailed as the most intelligent species in the universe. They are masters of technology and science, despite their tiny size. They can often make anything out of spare parts and can identify functions of machines by merely looking at them. This applies to organics, as Ben has used his Galvan form in defeating his more organic opponents by identifying nerve clusters and such. Don't expect a Galvan to be as harmless as they're small. They may be tiny, but they're wily. _

_It should be noted that a Galvan named Azmuth, who's a hermit, invented the Omnitrix along with other famous creations such as the first Ultimatrix and Ascalon._

* * *

At the moment, Grey Matter was working on what appeared to be a black and white gun of sorts, with the Omnitrix symbol in the center between the handle and the barrel. In truth, it was another Proto-Tool he was designing for himself. Seeing as how he knew there were times he couldn't rely on the Omnitrix all the time, he had his hover board and the Tenn-Speed bike. So he figured that if he had a Proto-Tool, things would be a bit even when the Omnitrix timed out in battle.

"Okay, that should do it. It's a good thing I stored some leftover parts of Vilgax's drone in my bike." Grey Matter smirked as he placed the finishing touches. "Done and done." He then hopped off the table, as he transformed back into Ben.

"Now let's give this baby a test dri…" Ben started, but then blankly stared at the Proto-Tool.

The Proto-Tool had been designed to be used for someone more of Happy's size. Once he realized this mistake, he groaned, "Oh, great. I pulled a Blukic and Driba on myself. What the heck am I gonna do with this?"

He grumbled, as he folded the Proto-Tool in his hands, and placed it in his left knee pouch for safekeeping. He groaned, as he walked out, "Well, better go find a job to do."

* * *

**Fairy Tail Guild**

Once Ben arrived, he took notice of the craziness that went on in the days to come. Natsu and Gray were continuously getting into fights with one another, while Lucy was caught in the middle with tie breakers. Elfman was berating a team of the Guild known as Shadow Gear to 'Man up', even though he directed it more at the two male members and left the female one alone. Macao and Wakaba were in their usual routine and drinking as much together. Although they were beat when Cana was in the mix, as she was drinking a barrel load, sitting on a table. Ben sweat dropped, as this was the usual norm for him at the moment in this world.

Right now, he walked over to what was known as the Job Board. Here, the Mages of Fairy Tail got the jobs that paid well. Once he walked over to it, he scanned it over, seeing the various jobs that were on there. He crossed his arms, thinking on it, as he tried to find one he could take.

"Having trouble deciding on your first job, Ben," Mirajane suddenly spoke up, as he turned around and saw her standing there.

He blinked, as he asked, "How long have you been there?"

Mira simply shrugged, and kept her smile, "Long enough. See anything in particular?"

"Well there are a whole lot of them, it's hard to pick the right one, you know but I am looking for one with a good price for a reward." Ben shrugged.

"Take your time," she encouraged. But then she pointed out, "Although, I'd probably stay away from S-Class jobs or solo jobs for the time being."

"S-Class?" Ben asked.

"Yeah, those are the jobs suited for S-Class wizards. We only have about four missing right now, and Erza's the only one available," Mirajane pointed out, as she explained. "But since it's your first job, I think you should go with a team job at best. You'll have to split the pay in equal shares, but the experience is well worth it."

Ben thought about it and confessed, "That sounds good but I don't know many teams here." And then grumbled, "That and I've gotten a pretty good look at my choices and teammates."

Mirajane looked around, and saw the sight before her, as everyone acted like their crazy way would. She sweat dropped, but still kept her smile up, "I think I see your point."

But then his eye caught something, as it read the following:

HELP WANTED.

ANY POWERFUL MAGE NECESSARY TO RID TOWN OF KIDNAPPINGS AND STRANGE CREATURES ROAMING THE NIGHT.

REWARD: 87,000 JEWEL

Ben looked at the job, and smirked, as he took that job, "This one sounds interesting."

Mirajane looked at the job, and then looked at Ben worried, "Are you sure about that one? I've heard about it, and the rumors about it. They're not all good ones, if you ask me."

Ben folded the paper and put it in his jacket pocket, "Nevertheless, how can I say no to a job that pays 87,000?"

"Wow, you must really need the money," Mira confessed.

"Food and living expenses," Ben confessed while not mentioning the costs for other things like tech for his experiments.

But just before he could leave, Cana showed up in front of the two, as she seemed to smirk in Ben's direction. She folded her arms under her breasts, giving them a nice bounce and lift, as Ben gulped. He was trying really hard not to get a nose bleed at this moment, as he casually ignored it, and smiled to her, "Uh, hey, Cana. How've ya been?"

"First job, eh?" She asked, as she got a nod from Mira. She then thought aloud, "That's actually kind of cute going on a solo mission. But somehow you just make it cuter."

Ben blinked, as he asked, "Eh, what?"

She then pushed in front of Mirajane as she winked, "When you get back, you wanna buy me a drink?"

But Mirajane waved her fists comically, as she berated, "CANA, HE'S NOT OLD ENOUGH TO DRINK WITH YOU!"

"He's seventeen; that's old enough," Cana shot back.

But before the argument could go any further, Ben high-tailed it out of there, "Catch you guys later!" And just like that, he was out of their sights.

Cana just stood there, completely confused by what had just happened. Once it became clear, she fumed out, "ARGH! THIS IS SUCH A PAIN! The one guy I actually consider a real man in this Guild and he takes off, brushing off my drinking offer!"

Mirajane sweat dropped, "I think it's for the best, seeing as how I don't think he could keep up with you."

"YOU SHADDUP ABOUT THAT!" Cana shot back.

* * *

**Two Days Later**

After a two-day ride through the country, Ben had made it halfway into Malcon. Though due to his rump killing him on being on a bike for two days he had to take a rest. So he stopped at a nearby train station, and was currently stretching out his legs, as well as rub his sore buttocks. He groaned as he stretched out the kinks, "Note to self: make the seats more comfortable on the Tenn-Speed." He spotted a nearby map, as he walked over to it, to see where he was. He scanned the map long enough, and found the town he was looking for, "Malcon. Not too far from here." He smirked, "Okay, just gotta go there, and solve their little problem. Whatever it is."

"Stop! Thief! My purse! He stole my purse!"

A woman screamed out, catching Ben's attention, as he spotted a spiky haired punk, running away from a woman pushed down on the ground, and had her purse in his hand. Ben frowned at this scene, as he figured things like this happened in any alternate dimension. He switched on the Omnitrix, and looked through the dial.

The thief was running, and smirking, not knowing he was heading in Ben's direction. "Ha," he chuckled; as he was sure he was gonna get away, "This was all just too easy."

But he stopped in his tracks as he heard a flashing sound, and saw a green light flash in front of him. He skidded to a halt, as he saw the light die down, and was confronted by a very strange sight.

Standing five feet from him was a small pudgy green alien around Happy's height. He looked like the combination between a hamster and a woodchuck-like with some amphibian traits, and had beady white eyes. Small ridges ran down his back, and a stubby tail came from the back. His arms and legs were white on top, and black on the bottom, and stubby, with four small green clawed fingers sticking out of the black sleeves. On his legs, which were black as well, he had one white line around where the leg connected to the pelvis, and white footsies on the bottom of his feet. He had a plump tummy exposed from the body suit, which seemed to be kind of cute. On his belly button, where it should have been, was the symbol of the Omnitrix.

* * *

**Omnitrix Encyclopedia**

**Gourmand A.K.A. Upchuck**

_The Gourmand people hail from the planet Peptos XI, now Peptos XII. They have four adhesive tongues which are able to get a hold on a lot of things, and even break them under their surprising muscle power. The Gourmands are capable of eating almost everything and anything, though mostly they eat solid matter, and aren't known to eat organic material. Their jaws are adjustable so they can swallow things bigger than their mouths, and their teeth are diamond-hard, as well as elastic stomachs. However, it is discovered that Gourmands share an inter-dimensional stomach that connects them in a way. This is how they eat so much and have room left over for more. They can swallow very large objects and digest them in seconds. After digesting something, Gourmands can vomit glowing spheres of acid that explode upon touching anything. _

_They also have great stamina for their size, such as being hit by a car, skidding across a concrete road for a decent distance or crashing through a brick wall. The only real downside to these people have is their small size, which can make it hard to fight sometimes, seeing as how they don't jump very high to avoid an attack._

_However, after five years, Ben had found a way to go around that problem._

* * *

"And now it just got hard for you, pal," Upchuck said, standing defiant in his way. "Why don't you give up the purse, and I won't have to traumatize you, buddy."

The crook just chuckled, finding this little thing to be a nuisance rather than a hindrance to his crime. "Awww, aren't you cute. Thinking you can stop me. Why don't you go off to bed now, kid," the Thief smirked confidently, and pulled out a gun powered by a blue lacrima in the hilt, as he aimed it at Upchuck. "That's a good little, eh…. Um… whatever you are."

"The name's Upchuck. And I eat punks like you for a late night snack," Upchuck replied, as suddenly he opened his mouth, and shot out four tongues at him. They wrapped around the guy's arm, and just before he could realize what was happening, they pulled him in to his mouth, as he yelled in fright. Upchuck took a big gulp, and smirked, but then his cheeks began to inflate, as he gagged a little. And then finally, puked out the thief, purse, gun, and all.

The thief's face was in full shock, as he was covered in light green bile, as he weakly said, "So… so… big…"

Upchuck smirked, "I told you that was gonna be traumatic." And then in a flash, Ben stood there, as he knelt down at picked up the purse. Although he coughed a little, as he gagged, "Ugh! Buddy, do yourself a favor when they put you in prison: take a bath." But then he thought about it and shrugged, "On second thought, take five baths. You really need to get that funky smell off you."

"Hey there!" an officer shouted, as he ran up to stop the thief. But then he blinked as he saw the crook in shock on the ground, covered in green sludge, and then turned to Ben. He thought Ben was an accomplice, but then noticed the Fairy Tail mark on his left forearm. "Hey, wait a minute," the officer realized, as he pointed to Ben, "You're from Fairy Tail, aren't you?"

Ben smirked, as he saluted with two fingers, "Yep, Ben Tennyson of Fairy Tail, at your service."

"That was some pretty impressive Mage work there." the Officer confessed, as he graciously took the purse from Ben in order to return it to its owner. "That wouldn't be Take Over Magic, would it? Because honestly, that was the most full-body transformation I've ever seen."

Feeling that it was pretty much what everyone was gonna think of it, he just went with it. "Yeah, pretty much," Ben halfway lied about. 'If I tell  
this guy or anybody else about that I'm from an alternate dimension where alien technology's advanced, and that the watch I wear transforms me into aliens, they'll have me committed,' he thought to himself.

"It's a rare sight to see another Mage around here." the Officer confessed. "About the only other Mage I see in these parts is the Forest Mage, Majhal."

"Majhal," Ben questioned. "Is he from a guild, too?"

The officer shook his head no, as he explained, "Not really. He was once with a guild called Phantom Lord, but he left them twenty years ago for some odd reason. But around that time, that's when the dead started rising from the grave of his hometown."

Ben blinked, "The dead. You mean like zombies?"

* * *

**Later On**

**Outskirts of Malcon**

After thirty minutes of riding, Ben had made it to the outskirts of Malcom. From what he saw the place really loved using Magic that accumulated the use of plants and flowers. Why just as he walked in with his bike, he noticed that the pathway that led to the village was surrounded by a lake full of lily pads and water flowers. Even the pathway was lit up by what appeared to be vine stalks with illuminating flowers. It was like something out of a fairy tale story. But then again, seeing as Ben was in a world where Magic was everyday practice as technology, that wasn't far from the truth.

He looked around, as he realized things seemed peaceful, "Okay, no zombies so far. About the only thing I do hear is a cricket chirping away. Wonder why everyone's so…"

A swooshing sound was heard from the air, causing Ben to jump at it, and then, a loud ka-boom. The skies lit up with the explosion of fireworks. They weren't loud or large enough, but they were enough to light up the area Ben was in. At that moment, a bunch of kids were running up, mostly a gang of boys, as one of them commented, "Man, that was a little close for comfort. Hope nobody in the village saw them yet."

Once they got up there, their leader got a look at Ben's stiff form, as well as his bike. There was a fourteen year old boy, with a slim build, dressed in brown pants and brown shoes, wearing a baggy white button up shirt with a brown vest, and a paper boy had. He had pale skin, blue eyes, and black hair with tinted green on it.

"Hey, Claus," one of the bigger boys spoke out pointing to Ben, "There's somebody here."

Claus looked and frowned, as he rudely responded to him being there, "Hey, pal. You're not supposed to be here. We're testing fireworks out here; there's a huge chance someone would've…"

Ben sharply turned, although a little freaked out at the fireworks nearly getting him so close, he managed to get out, "Yeah. I can tell. So what's with the fireworks?"

"They're for the festival this weekend, so you better get out. You're obviously not invited," Claus shot rudely at him.

The guys looked at the weirdo, and noticed the Fairy Tail insignia. "Hey, you're from Fairy Tail," one of the boys stated.

Feeling like it was just like the train station, Ben smirked, "Well, not to brag or anything, but yeah. I'm from Fairy Tail."

"Then get the heck out of here!"

Ben blinked at that, as he was confused, as he asked, "What? Why?"

"We don't want some two-bit Mage who'd thinks we were lying just because we said there were zombies," Claus shot out, rather rudely. "An S-Class Mage from Fairy Tail came along. A guy with yellow spiky hair and a scar on his face, who said this town's problem was just a waste of time. After that, we didn't want anything to do with Fairy Tail ever again. So get lost, pal!"

One of the boys started messing with the bike, as he asked, "What's this thing? Some kind of dumb looking bike from the future?"

Ben politely shooed the kid away, as he defended his ride, "Hey, don't mess with the bike. It took me a while to make sure it'd last forever and not fall apart after construction."

Claus smirked, confident that they could beat this guy, "Why don't we show him how we treat strangers."

The boys chuckled at this, as they all charged at him. However, Ben easily dodged them, as one would swing high, he'd dodge low, if they swung sideways, he'd go the opposite end. And if one tackled him, he jumped over them as they flew down and got a face full of dirt. Claus shouted, "Just dog pile on him."

They all did so, as Ben toppled over on the ground, as he groaned, trying to get up, "Okay, gotta take care of this."

He then slammed his dial down, and in a green flash, the kids were all thrown off. They groaned and slowly got up, but Claus got the most look of who… or what the boy turned into now.

His body was green all over, with patches of jungle green for his underbelly, patches on his forearms and shoulders, and a single light green cycloptic blue eye. His head was nestled between two Flytrap-shaped flaps and he had four vine-like legs. His arms were skinny but hid immense strength, and his hands had four long but thick fingers. On his back grew several pods which only enhanced his alien looks. And around his waist was a green and white belt, with the Omnitrix symbol acting as a belt buckle.

* * *

**Omnitrix Encyclopedia**

**Florauna A.K.A. Wildvine**

_Hailing from the planet Flors Verdance, these people hold numerous abilities which make them so well-known and employed as guards by some. The seeds on their backs are explosive, but can be made either lethal or non-lethal by the individual Florauna's thoughts. Their limbs are very elastic, allowing them to stretch and absorb impacts, and also allow the growth of sharp thorn spikes to act as a weapon. They can burrow underground quickly and also meld into other plants, making it easy for them to spy on others. However, if they are deprived of water, sunlight or exposed to the cold, they quickly wither up. _

_Ben encountered a whole tribe of them on Xenon, as he was searching for Azmuth to help fix the Omnitrix, as they nearly cost Gwen her life trying to save Ben._

* * *

"Okay, little dudes," Wildvine spoke in a 1960s hippie tone. "I don't wanna have to hurt anyone of you, but I am gonna pacify you."

Claus gritted his teeth, as he shouted, "Get that walking salad!"

The boys attempted to charge at tackle him, but despite his look, Wildvine was pretty agile, as he hopped away from them. Once he landed on the ground, he burrowed underground. The boys ran over to try and find him, but all they found was a hole big enough to fit someone inside. Suddenly, a vine shot out, wrapping around a skinny boy, as he was being dragged away in the air from the others. They were freaking out over this, but then one with a hand shot out, wrapping around two more, as it dragged them back with the other vine. All that was left was Claus, as he looked around, awaiting for a sneak attack. However, he didn't expect it from underneath, as Wildvine shot up, and wrapped his other hand around him, and pulled him up with the others.

"Now, are you guys gonna settle down, or do I have to give you guys a new meaning to 'tossed salad'," Wildvine shot out as he dangled the kids upward.

However, Claus was still as rude as ever, as he shot out, "Let us go! You walking weed… freak!"

"You say freak, I say unique," Wildvine smirked. But then he went wide eye, as he brought Claus close, and squinted his eye, as he looked at her.

Claus blinked, "What? What is it, you walking salad bar?"

"What's going on here?"

Wildvine turned around, as he spotted the owner of the voice. He was a middle aged Caucasian man, with brown eyes, brown hair that went down to his shoulders, and a wrinkled frown on his face. He was wearing a white button up shirt, a brown trench coat, brown pants, and gardening boots.

He looked at the scene, and saw the damage caused by the fight, as some of the vine stalks had been broken down. He sighed, "Oh dear," he said as he walked over to them. "Plants don't cause such reckless violence. Humans can learn a thing or two from them."

He reached out to them, as a green glow showed from his hands, and automatically they grew back, as if it never happened at all. Wildvine blinked at this, even as he flashed back, dropping the kids in the process. Ben blinked, as he asked, "Hey, you wouldn't be a Mage called Majhal, would you?"

The man blinked at the boy, and replied, "Yes, I am. And who are you?"

Unbeknownst to anyone at the moment, hidden in the trees, a small figure covered in a dark cloak had been watching the scene unfold, making themselves unknown to anyone else.

* * *

**Majhal's Home**

Much to Ben's amazement, the village was completely grown out of plants and trees. It was like stepping in the set of the Battle for Endor, only much more plant-based. From Majhal, he learned that the Mages of this village had practiced in using houses, factories, and even farms that were organic in plant and herbology. As Ben walked into his home, which was a giant tree with vines and leaves grown together, Ben had to admit, that even though he didn't get Magic very well, it looked like it beat science in cleaner living.

They were inside Majhal's house, sitting at the table, to which Majhal offered a nice steaming bowl of vegetable soup. Not wanting to insult on his offer, he graciously took it. As he ate it, he had to admit it was rather tasty. Soon Majhal started a conversation, as he smiled, "I must admit, when I saw you, I thought you were a summon creature gone wild. It rather surprised me to see such an advanced Tale Over spell."

"Ah, it's nothing," Ben admitted. But then he deiced to change the subject, "I'm sorry to change the subject, but this is more of a business venture."

"I'm guessing you're here about the zombies invading the town," Majhal asked.

"Yeah, pretty much," Ben replied. "So what's this all about?"

"Daddy, Daddy," a little girl called out, as she raced into the kitchen.

The girl was a little seven year old Caucasian blonde-haired girl, dressed in a pretty white dress. She hopped at Majhal, who chuckled as he caught her, "Elisa, we have a guest. Manners, please." He held her in his arms, as he explained, "I'm sorry. This is my daughter, Elisa. Her mother passed away some time ago, and it's been just me and her."

"Hi," Elisa waved to Ben.

Ben smirked, as he waved to, "Hey there." But then he turned serious, as he asked, "So what is with the whole zombie thing anyway?"

"I'm not too sure about this myself," Majhal confessed, as he explained. "These attacks have been going on for some time. Almost twenty years to this date. Some guild teams have been sent down here to try and stop it, but every time they do, they can find nothing. A few leave completely drained of their magic; the village believes that these undead creatures have somehow been draining them of their magic."

"And what do you think," Ben asked.

Majhal shrugged, "Superstition at its worst, I think. Nobody around here wants to believe it could be the work of a Dark Mage."

"Dark Magic," Ben asked.

Majhal nodded, as he cradled his tuckered out daughter, "Dark Magic itself is a pathway to many abilities beyond what we already know, Ben. Some considered to be immoral and too unnatural."

KNOCK, KNOCK

Majhal got up, while still holding his baby girl, "Would you excuse me for a moment? I have to take care of something." He walked over to the door, and opened it. He was greeted by a Caucasian woman of the same age as him, although she appeared to be fair despite her age. She had green eyes, and grayish blonde hair, which she hid herself in a cloak. Majhal smiled, "Oh, Karin. It's good to see you, but what are you doing out so late?"

She graciously handed him a jar, "I thought you could use some more Black Cherry Jam, since you love it so much."

"You spoil me rotten," he smirked. But then he noticed she was staring at him, as he asked, "Was there something else?"

"Oh no, I'll be going now," Karin waved goodbye, as she walked off.

Once Elisa was tucked into bed, both Ben and Majhal were busy talking in the Kitchen, as he asked, "So what's with the fireworks those kids were playing around with out there? I heard talk about a festival."

"Oh, yes, the Requiem festival," Majhal explained. "It's when the spirits of the dead are sent up by fireworks to be returned to Heaven, where they belong. That's what you saw Claus and her friends were doing."

"Oh, I see," but then Ben blinked. "Wait, did you say _her_? You meant _him_, right?"

Majhal blinked at that too, and chuckled, "Oh, I guess you didn't know. Claus is a girl."

KNOCK, KNOCK

The two looked to the door, as Majhal got up, "Oh my. I'm quite the popular one tonight."

But as soon as he opened the door, Ben paled, as he saw Claus, accompanied by her father. Once the two got a good look to see who it was, both she and Ben shouted, "IT'S YOU!"

But she was tugged back by her dad, as she sternly said, "Come on, Claus. Don't you have something to say to Majhal and his guest?"

Claus forced herself to calm down as she shot out, "I don't see why I have to be the one to apologize." She then shot her finger at Ben, as she shot out, "It's his fault for being so weak for a boy!"

Ben frowned at that, as he shot, "Says the girl who bullies strangers, and got vine-handled by a giant walking salad bar, as you said."

Claus was seething at that moment, as she gritted, "Why you..!" But then she bolted out of there, despite her father calling out for her to stop.

Ben blinked, as he asked, "So what's with her?"

"Her older sister died last year," Majhal answered, looking downhill at the memory of such an event. "She was a victim from one of the attacks."

Ben then sped out of there, "I'll go talk to her."

* * *

**Outside**

Clause ran as fast as she could, not even noticing that Ben was behind her, chasing after her. It was only after a few seconds of running, did she spot him, as she shouted, "WHAT THE HELL? WHY ARE YOU CHASING ME?"

"Because you're the one running away," Ben shouted.

"Don't you dare follow me you weakling," she roared out.

"Like hell, I won't," he shot back.

She attempted to run, until a black cloaked miniature figure hopped in front of her, causing her to stumble. Once that happened, she began falling down the hillside, and headed towards the River. However, Ben slammed on the Omnitrix, and changed into Wildvine again, and stretched out his limbs, grabbing her. Wildvine walked down, as his arm shrunk back, as he gently set her down.

He flashed back to Ben, as he asked the recovering Claus, "You okay?"

"Yeah, I'm fine," she huffed, as she pulled away, and shouted to the little guy, "And you! What the heck do you think you're doing?"

"Trying to make sure you don't do something foolish," the cloaked figure stated, and then looked to Ben. "And besides… someone's got to watch your back with this Mage around."

To Ben, it was pretty obvious that this guy didn't like Mages, Wizards, Witches, or anyone that used magic. But he brushed it off, since he didn't feel offended by it, and asked, "So who the heck are you? And what's with the cloak? Not that I don't think you look cool with it on."

The little figure tore the cloak off, and revealed to a stunned Ben as to who he was. He was a small cat… standing on two legs, like Happy. However, this wasn't Happy at all, as he had the same body and head structure, as well as wings, but he was completely different. His fur color was dark green and his underbelly fur was white, with three black stripes on the back going horizontally across him, and three black stripes on his head going vertically forward on top, with a big one in the center. He wore black pants with a white belt, and had a white band on his right wrist, and a full white arm guard sleeve on his left.

The little cat spoke up, as he answered, "The name's Neb. And I'm a friend of Claus'."

The three had sat down together, as Claus explained that Neb had mysteriously appeared here, claiming he had been hatched from an egg in the forest, and was wondering around as a little kitten. Claus's sister had found him, hurt and drained, almost as if his life had almost been taken from him. Once they had brought him home, he was treated like a member of the family, although his temper seemed to be something to rival that of Claus.

"So you two have been friends since then," Ben asked.

"Yep, but these days, he comes and goes," Claus stated, forgetting her frustration and anger from before, as she looked to Neb, who sat in the middle of them. "I keep saying he's welcomed to stay with us, but he won't accept that."

"Why's that," Ben asked.

"Because I've been searching for the one that killed Claus's sister," Neb replied.

"I told you, I'm the one who's gonna do that," Claus stated, as she sternly looked to him, "I don't want anybody else getting hurt."

Ben decided to ask about all this, "Would you mind telling me what happened?"

The two stopped their arguing, as Claus explained, "It happened last year. We didn't know what had happened, but my sister had gone missing for a whole week. After that, one of the villagers found my sister, dead in the cemetery. Her body looked like it was discarded; it was like no one bothered to hide her at all. We gave her a proper burial and funeral arrangements were made. But just as we were about to leave… we saw her."

"Her," Ben asked.

"Orianna," Neb answered.

"From what my dad told me, she was a woman who lived in this village twenty years ago," Claus explained. "She died twenty years ago in an accident; they never found her body at all. But when I saw her at the cemetery, she looked like she hadn't aged a day." She stood up as she deduced, "That was then I realized she was some kind of ghost, bringing the dead back to life, in order to avenge the wrongs in her life." She then stood up, as she asked, "Look, I know we got off on the wrong foot, but if you really are gonna help us, then let me help. We can avenge my sister together."

Ben thought about it for a moment, and then crossed his arms, as he shook his head, "I don't know. This whole thing sounds like a wild ghost story. Besides, revenge alone isn't much of a motivation." But then he grumbled, "Although I can think of one Ghost that usually came after me for a while." He then sternly looked to her, as he replied, "Besides, you could end up in danger if you got involved."

"I agree with him, Claus," the little cat creature spoke up. "Although, I detest working alongside a Mage for personal reasons, you can't get involved into his. Don't forget: these creatures seem to go after pretty girls."

"Except those that dress up as paper boys," Ben quipped, earning a glare from Neb.

"Watch it, Bub," Neb shot at.

Claus looked at them both, as she finally spoke out, "You're just saying that…" and then got angry, as she shot out. "Because you're nothing but a bunch of chickens! Posing as a Fairy Tail Mage and a brave cat, when you're just a cowardly pretty boy, and a little pipsqueak fuzz ball!"

Neb snapped at that, as he seethed out angrily, "Pipsqueak?"

Ben asked, "Pretty boy?"

But Neb took it the worst, as he shouted out, fuming, "Nobody. Calls me a pipsqueak, and lives! Especially when it's a foul mouthed little girl!"

"Ooh, is that so," Claus shot at him, mockingly. "Gosh, I'm so terrified of a whiny little pipsqueak cat."

"Shut up and take a look at yourself," Neb shouted, as he flailed his little cat arms, as he roared out. "If you're a girl like they all say, why do you look and dress like a paper boy?"

Claus was a bit taken back by that, as she shot out, "That's none of your business!" and then kicked dirt at them, as she ran off, seemingly leaving the two behind.

Neb was seething at the seams, as he shot out, "I've had enough! I'm outta here!" he grabbed his cloak and hopped off, leaving a dirtied Ben to his thoughts. Not about the Pretty Boy comment, but about the woman, Orianna.

* * *

**The Next Day**

**Majhal's Residence**

Ben had returned the next morning, and had asked Majhal if he knew anything about the woman, Orianna. Majhal thought about it for a moment, and nodded, "Orianna… Oh yes, I remember her. She was a botanist living here in the village. They say that her perfect beauty could never be rivaled, even by the new cultivated Blue Roses she developed."

"Blue Roses," Ben questioned.

"They weren't as famous and as rare as they are today. She had finished cultivating them," Majhal answered. "One day, twenty years ago, she was delivering a wagon full of her then famous blue roses to Magnolia Town, her carriage fell down the cliff that connected through this town. We never found the body, but everyone believed her dead since we never heard from her again."

"Except for these zombie attacks," Ben pointed out. "I've asked a few people around about what they saw. And they mentioned that a girl that resembled this Orianna during most of these supposed kidnappings. Orianna coming and going, and with her girls go missing as well."

"Ben, that's absurd," Majhal defended. "If you had known her back then, you'd see that she was a kind and gentle beauty. She would never hurt anybody."

Ben nodded, as he apologized, "Sorry about that, I never meant…" but he shook his head, as he changed the subject, "Well, there's something I don't get: why is it that half the Mages that come in here get their powers sucked out? How can zombies even do that?"

Majhal shrugged, "I can't figure it out either. The only thing that would come close to such a power was the Parasite Spell. It enables a Mage to take the magic from another, thereby adding to their own."

"Seriously? Sounds harsh," Ben commented on such a grizzly spell being used. But then he stopped, as he looked around. Finally, he asked, "Hey, where's your daughter at? I know it's the weekend, so shouldn't she be running around, causing a ruckus in the house?"

"She's sleeping at the moment. I really don't want to wake her," Majhal said, as he got up. "Well, I've got some work I need to get done. I can't see you at the door…"

"It's okay, I can show myself out," Ben said, as he started walking away. Once he reached the front door, he heard something. It was rather faint and only lasted a few seconds, but the sound came from what he thought was a dying mouse of sorts. Ben blinked a moment, but then thought about it, as he shrugged, "Probably nothing." And then left the house, as he closed the door behind him.

Majhal stepped out of the living room, and was frowning at the moment, almost as if he figured Ben had heard the sound just moments ago.

* * *

**Later That Day**

In a local restaurant, Claus had gathered her friends together, planning a scheme that would rid of their town of this zombie threat, once and for all. "Okay, guys. We need to work together if we're gonna stop this Orianna zombie," she sternly said. But then she noticed the boys were pretty freaked out, as she growled, "What's wrong with you guys?"

"It's just that if Mages couldn't stop them, what chance do we have?" one of them said.

Claus was getting fed up with them chickening out, as she slammed her hands on the table, "Listen! We can't chicken out anymore. If this keeps up, someone could be next. It could be any of you."

"Don't forget you too," a pudgy one stated. "Don't forget: these zombies always go after girls."

Claus frowned at that, as she groaned, "Let's just get to work before it's too late."

The kids nodded and raced out of there, preparing for their plans. However, it didn't go unnoticed, as the cloaked woman, Karin, had heard about their supposed plan to defeat the zombies.

* * *

**That Night**

**Cemetery**

Ben was making his way through the darkened dusk of the cemetery, using a lacrima flashlight to shine his way. He had to admit this lacrima stuff was pretty awesome. He was thinking that after this job, once he got the money not just for the rent, but what was left over, he could by one of those lacrimas that were like a DVD player and a projector all in one. So far this world wasn't a complete bust. But at the moment, he had more important things on hand at the moment. Like finding these so-called zombies and putting an end to this crazy mystery.

However, he stopped as he heard rustling from a nearby mausoleum. He then took notice of a shadow crawling and creeping forward from the side. Ben activated the Omnitrix, and was about to activate it… until Neb hopped out of the shadows, and pulled his hood back.

Ben nearly fainted from relief, as he asked, "Neb? What are you doing here?"

"The same as you, I wager," Neb stated as he walked up to Ben. "I'm here to stop this so-called zombie epidemic."

Ben deactivated the Omnitrix, and just walked back, shaking his head, "I don't think this is zombies."

Neb frowned, as he followed after him, not letting this argument end like this. "Claus was right, you really are just a pretty boy weakling! Don't tell me you're like the others, believing all this zombie stuff is hocus pocus. You don't even believe in stuff like the supernatural."

Ben stopped in his tracks, as did Neb, as he sweat dropped in thinking that he may have touched a nerve on the Fairy Tail Mage. However, Ben looked to the little green cat, and said, "Of course I believe in that stuff." He looked forward, as he regaled to him, "I've seen plenty enough. Ghosts, Vampires, Werewolves, Frankenstein monsters, even mutant pumpkin scarecrows." He then thought aloud, "But this… I don't know. It sounds too… unbelievable."

However, the two were so engrossed in their conversation that they suddenly fell down a trap hole. The two yelled until Neb hit the floor, and Ben crashed on top of him. Neb whined out, "Damn… my back…"

"Hey, it fell in! let's get it!"

Both Ben and Neb heard voices coming up from the top of the hole, as they both looked up, and saw Claus and her gang. The girl just frowned, "Oh, it's you two."

"WHAT DO YOU MEAN IT'S JUST US," Neb roared out, as he flailed his arms around like crazy, "WHAT ARE YOU TRYING TO DO?!"

"Trying to catch the zombies," she answered.

"With a big hole," Ben asked, not sounding impressed at all. "And what next? You beat them with sticks?" The kids looked to each other and then nervously chuckled. Ben groaned, "You were gonna do that, weren't you?"

Before Claus could yell out at them, they heard rustling from the bushes. The kids looked to the direction, and saw figures moving through the bushes. Being too scared due to the rumors, the boys ran away, screaming to run away. However, Claus was seething with anger, as she gritted her teeth, "You… you took my sister…" And then charged right at them, without a moment's hesitation.

Neb managed to pulling himself out of the hole, as he saw Claus running towards the zombies, "Claus, no!"

She didn't listen to them, as she charged at the zombies, but then paled and stopped, as she saw what they were. They were humanoid, in a way, but only in shapes to look like females. They were naked, and their bodies were sluggish green vines wrapped around to form female bodies. Their hair was made of yellow rose petals and green leaves, and its eye was black, with a red iris. They slowly made their way to her, making her fight back. She charged again, but then one of them shot their arm out, stretching it, as it wrapped around her waist, and pulled her in, hanging her by her waist.

Once she was close enough, Claus screamed, "This is for my sister!" and smashed it on its head. But she paled, as she realized it didn't do anything, as the Zombie looked at her curiously, almost as if it was amused by the futile attempt to fight it. Claus could only tear up, realizing she wasn't strong enough, as she whimpered, "I should have known.. I was just… too weak…"

"KYAAAAA!" Neb suddenly shouted, as he leap-kicked at the zombies. "DIE! DIE! DIE, DIE DIE DIE DIE DIE!" He kept shouting and kicking them all in the head, but was grabbed by his tail, as he tried to kick them while hanging upside down, as he shot out, "Are you undead bitches gonna keep holding me up like this! Or are you gonna fight me like a man!"

Suddenly, a green light erupted from the pit, as someone hopped up into the air.

The being seemed to be hidden under a large dark blue cloak. All that could be seen of its body was a blue face with large green eyes and a mouth that looked like clenched teeth. Blue claws and feet were also seen coming out of the sides and bottom of the robe. He exhaled and gave off mist, indicating a chilly breath.

That was when he unfurled his wings.

The cloak was in fact a large pair of blue moth-like wings. He appeared to be a muscular humanoid, moth-like alien, whose wings and antenna could fold up into a hooded robe, giving him the appearance of a phantom. Big Chill's body was black with blue and white spots on his arms and legs that resembled ice chunks, a light blue torso and large green eyes, as well as a three grilled tooth mouth in the shape of a frown. He had three fingers and a thumb on each hand, and two toes on each foot, and a third toe-like extension on his ankles.

He wore the Omnitrix symbol on a green and white belt around his waist.

* * *

**Omnitrix Encyclopedia**

**Necrofriggian A.K.A. Big Chill**

_These insect-like people hail from the planet Kylmyys. They are capable of folding up their wings, gaining a phantom-like appearance. They can fly at considerable speeds as well as breathe freezing vapors and turn intangible. Despite their frail appearance, they possess superhuman strength. It is not wise to cross one of these people for they have the means of making you regret it for quite some time…if you live that long._ _He can generate ice beams from his hands that he can manipulate; Big Chill was capable of generating spiked balls of ice around his fists, as well as hurling ice spikes. He could also cause these spikes to sprout from the ground that surrounds him. It was revealed that he can attack with an, "icy uppercut," as well as manipulate the cold around him to make a frosty tornado. _

_Big Chill's body contains a density-altering protoplasm that allows intangibility. _

_Big Chill has enhanced strength. When Big Chill was on a metal-eating spree, he effortlessly ripped apart a large metal statue and snapped iron girders in half. This strength also extends to his jaws, as Big Chill was capable of chewing up metal statues, poles, buildings, signs, iron girders, serving trays, and drinking molten steel. _

_Big Chill is completely immune to extreme subzero temperatures. He is also able to resistant to extreme heats. It was revealed that Big Chill can survive underwater. Big Chill can also survive in the vacuum of space._

* * *

"Big Chill, eh." Big Chill checked himself out, "I was going for Heatblast but I think I can definitely work with this too."

He flew in fast, immediately fazing through the first zombie plant being, and instantly freezing it. Luckily, it was the one holding Claus, and as soon as he landed back on the ground and became tangible again, he round-house kicked it, shattering the creature to pieces. Claus fell flat on her butt, as she looked at the newly transformed Ben.

"Now run," he informed her, as a couple of the zombies attempted to tackle him. Not wanting ot argue with him, Claus ran for cover behind one of the tombstones.

However, he saw them, as he became intangible, allowing them to faze through him, and swat each other in the process. They slashed at each other, as Big Chill ran through one of them, freezing them in the process. He noticed Neb fighting still, while being dangled upside down. He picked up the frozen plant beast, and tossed it right at the one holding him. Immediately, the creature was downed, being skewered by the frozen beast, as Neb fell on the ground, landing on his feet. Suddenly, a dagger made of ice was thrown at his feet, as he looked at it, and looked at Big Chill who had thrown it at him. For a moment, the two stood to look at one another, almost reading each other at that moment. For a moment, Neb smirked at Big Chill, and the Necrofriggian responded in kindness, as Neb grabbed the dagger, and they both charged in opposite directions in the fight.

Big Chill fazed through his opponents, freezing left to right, with either his intangibility, ice beams that came out of his hands, or his powerful ice breath. His clawed hands became incased in ice maces, as he used them to smash those still frozen, or smash through those that were still soft. Those that remained frozen, Neb jumped out, and sliced through them, like they were frozen fish. Big Chill didn't mention it, but the little cat seemed to have some moves on him, for a Happy cat. The battle was turning out pretty well, as both Alien hero and cat were fighting their all out on this.

Neb shouted out, as he stood atop a heap of pieces of the creatures, "WHO ELSE WANTS SOME, EH!?"

Just then, more of them started popping out, as they all started heading towards the two. They grew out spikes, and stretched out their arms, whipping at the ground, creating fissures. Both of them gulped as there were too many of them.

Neb gulped, "Got any ideas, Mage?"

But then he was picked up by the collar, and placed on Big Chill's back, as he said, "Hold on tight!"

"Don't order me around," Neb shot angrily at him.

"I just don't want you falling off," he stated, as he suddenly unfurled his wings, and flew up high in the air. Once they were high enough, he tapped his Omnitrix symbol, as the symbol suddenly folded out four points. And then, much to Neb's surprise, he went through another change.

His body now became a red and black body with red spots on his arms and legs, a red torso and red eyes. He now had three pointed fingers and a thumb on each hand and two toes on each foot and a third toe-like extension on their ankles. His wings and antennae now had a flame design. But he still had the Omnitrix symbol on a green and white belt around his waist.

And his voice was now more gravelly than usual, having a deeper tone behind, as he spoke out, "I'm going Ultimate!"

* * *

**Omnitrix Encyclopedia**

**Ultimate Big Chill**

_The Ultimate Evolution of a Necrofriggian. Their usual blue bodies are more like a fiery red now, and their wings have flame-like patterns at the tips. Like Necrofriggians, evolved Necrofriggians can breathe ice, fly, become intangible, fold their wings and antennae into a hood and a long robe and survive in a variety of environments, including the vacuum of space, extreme heat, intense cold and deep oceans. Evolved Necrofriggians can create "ice flames," which Ultimate Big Chill describes as "fire so cold it burns". They described these flames as a plasma beam that consumes the heat of whatever they touch and use that energy to burn. Evolved Necrofriggians can shoot flames from their hands that turns into blue ice when they hit a target. By inhaling deeply, evolved Necrofriggians can lower the temperature of the air they breathe in, because they suck the heat out of objects, freezes anything that happens to be in its path. Evolved Necrofriggians are much faster flyers than Necrofriggians._

* * *

Once they were high enough, Ultimate Big Chill took a deep breath, and when he was ready, unleashed it. He unleashed a mighty reddish blue flame at the creatures, and once it hit them, it began to freeze them faster than ever. But as this was happening, they suddenly let out a strained cry, almost like a creaky door or the sound you'd make if you scratched fingernails on a chalkboard. Only this sounded like a dying animal, as Ultimate Big Chill noticed, but kept silent on it.

And once they were fully frozen, Ultimate Big Chill took a dive down below, getting faster and faster, until he slammed into the ground, erupting it, as it caused the frozen plant creatures to shatter, and scatter in pieces. Once that was done, Ultimate Big Chill pressed the Omnitrix dial and changed back to Ben.

Neb blinked at this change, as he hopped off his back, and looked up to him, as he asked, "Who… who are you?"

Ben simply turned to him, and smirked, "I told you… I'm Ben Tennyson. From Fairy Tail."

Claus ran towards them, seemingly thanking Ben for helping her and Neb, but all there were unaware of the shadowed figure, disappearing from the scene.

* * *

**Later On**

Once word got out that Ben had defeated the horde of zombies, the townsfolk immediately started the Requiem Festival. Fireworks blazed in the sky, the Sky Flowers blossoming in the air to help the dead descend into the afterlife. Everyone celebrated with food, music and dance at the while. People were cheering for the young Fairy Tail wizard who had saved their village, claiming that his amazing Take Over magic was extremely powerful. It was fairly evident that Ben's brave deeds would spread outside of the village of Malcon.

However, the young hero was nowhere to be seen, as some were seeking him out to cheer on him in this celebration. However, what no one knew was that the young Ben Tennyson was far from over with this.

* * *

**Back at Majhal's**

While everyone was out to party, Ben went back to Majhal's place. He easily broke in, seemingly since he found out the easy way that the door was unlocked, as he snuck in. his feet creaked on the floor, but not enough to get anyone's attention. But he stopped, as he heard footsteps from behind him. He stopped, as they stopped, then he went back a little more, but then heard the footsteps from behind start again. He then raised an eyebrow, and whipped around, as he shouted, "Who's there!?" But then blinked, as he saw Neb, standing six inches from him, as he blinked, "Neb? What are you doing here?"

"I should be asking you the same question," Neb asked, as he folded his arms across his chest. "What are you doing, sneaking in Majhal's home?"

Figuring he wouldn't believe him, he told him anyway, "Earlier today, I heard a small whining sound. Almost like a wounded animal made it. Then I heard it again from those plant creatures we flash-froze."

"Are you suggesting Majhal's involved with all this," he asked. Ben nodded, as Neb denied it, "That's crazy."

"Maybe," Ben stated, as he stood up, "But he's hiding something. I can tell."

He then continued to walk forward, until they both heard the same crying sound. Ben turned around, looking at a stunned Neb, "Did you hear that?"

Neb nodded, as he ran forward, "Yeah, it came from over here."

The two ran down the hallway, as they came to a door, which Neb pointed it being the one. He hopped up, and in a flash, whipped it with his tail, causing it to somehow open, as Ben stood impressed, "Nice."

"I'm a cat of many skills once practiced," he smirked, and the two walked on in. once they got in, Ben hit a switch that lit up light lacrima crystals. At that moment, both were stunned to see a shocking sight before them. Neb was only able to weakly ask aloud, "Wha… what is all this?"

All around them, it was a lab of plants of sorts, but with more horror than science or magic. Strewn across the table notes and diagrams about merging humans with plants were shown. On another table, tools and surgical blades were placed and being cleaned off from fresh or old blood stains. And the next horrid sight was yet to be seen. In glass tubes big enough to fit a person, sleeping naked blonde women were being put in suspended animation. From child, teen, and finally adult, they all stood at the ready. From what Ben could guess this place looked like the kind of place Viktor or Zs'Skayre would be more comfortable in.

Ben looked around at the table, and noticed photos of what appeared to be the same blonde beauty… who stood by a younger Majhal from twenty years ago. But next to them were notes… notes that depicted the merging of plant life with human souls. Ben remained stunned by this, only until someone spoke up.

"What are you two doing in my lab," Majhal suddenly popped up, getting only Neb's attention, while Ben's back was still turned to him. "I don't mind you being here for the night, even though you broke in, but I don't like it when you're in my workshop."

"So… Majhal…" Ben started, still having his back turned to him.

Majhal blinked, "Something wrong, Ben?"

"When did these attacks start," Ben asked. "When did these… plant zombies suddenly appear?"

"I thought I told you. It started twenty years ago," Majhal answered.

"And when did you leave Phantom Lord," Ben asked.

"The same time, why?"

"That was also the time when Orianna died," Ben deduced. "I'm also guessing that Elisa was born, right?"

"What are you talking about? She's only seven years old," Majhal pointed out.

It was then that Ben turned around, seemingly angered, as he asked, "Tell me this… why did you suggest that the loss of magic from the Mages was due to the Parasite spell… when you said you never used it?"

Neb's eyes went wide with shock, as he looked at Majhal, whose face was covered by the shadows. The Forest Mage sighed, as he looked at them, with a look of insane ambition, "You know I thought you were any teenage boy; too stupid to see the truth. But in the end, you're just too damn perceptive, Ben."

In a flash, Ben transformed into Humongosaur, and pinned Majhal to the wall, seething with rage at the moment. "Ben!?" Neb shouted in surprise.

"He's the one who killed Claus's sister," Humongosaur sneered, keeping his eyes on Majhal the whole time.

Neb let it sink in, as he asked, "And the creatures…?"

"The missing and dead girls from the village," Humongosaur roared. "He somehow mutated them into those… things!" Neb gasped at that, as Humongosaur's anger was getting harder for him to control, "It's an easy process when you use people, RIGHT!?"

"Why are you getting so upset, Ben," Majhal asked, the madness not leaving his eyes, as he defended. "It's the nature of progress: animal testing, experimentation, trial and error! All advancements, from the deepest desires, have - a price."

"SHUT UP!" Humongosaur roared out, his grip tightening, as he shot, "I'm not gonna let you rationalize this, you monster! That was Claus's sister and many other girls, damn it! You've been toying with people's LIVES!

Suddenly, a cloud of unfamiliar pollen began to be unleashed into the room. Neb began to feel dizzy, as he suddenly fell to the floor unconscious. Humongosaur began to cough, feeling weaker by the second, as his grip on Majhal started to become weaker as well. Until finally, he fell to the floor, and in a green flash, transformed back into Ben.

Majhal chuckled, "I haven't even begun toying with lives… yet."

* * *

The darkness began to lift itself, as Ben finally came two. He awoke chained to the wall, his arms far apart from each other. He struggled to pull at them, as he groaned, "Stupid chains! What the…?"

"GET ME OUT OF HERE, YOU PSYCHO!" Neb shouted, as he was chained up to next to Ben. His whole body was wrapped up in chains, save his head and tail, as he struggled to free himself.

"I must say, you two are both equally stubborn, if not more so." Majhal spoke up, as he stood there in front of the two, looking rather smug. "I truly am sorry for this but I can't afford having you two warning the village of my experiments." He then looked to the table, where Ben's mini Proto-Tool was placed, much to Ben's surprise, "I was looking through your pockets to find a spell book to explain your unnusual magic. But all I found was a strange little Lacrima Gun, that won't even fire. Probably because ether it's too small, or it's just a toy."

"And just what exactly are these experiments?" Ben asked.

"The Key to immortality and resurrection." Majhal stated, as he cradled a little blonde baby in his arms, feeding it a formula of unknown determined origin.

"And the blondes in the tank? Elisa?" Ben questioned.

"My variation of a Yellow Rose. Of my beloved Orianna." Majhal answered. "They're plant-based Golems that I've fashioned into my beloved Orianna, using what I know of Forest Magic as well as combining a DNA sample of my fallen love. In which I bind the souls of any village girl my creations ensnare."

Ben sneered at such a plan, as he sarcastically stated, "It's shocking that plan ever went awry."

"It's true that souls reject foreign vessels, as they tend to malfunction and deform right away." Majhal confessed, as he explained his plan's flaws. "Sometimes they would wander off from my lab and home, and I guess that's where the superstition was fueled. In truth, they're not completely human. In fact, they're like rare flowers that blossom and die in a few days. Or in my case, a matter of months."

It was then that Ben pieces it altogether, as he said it all aloud, "I get it now. At first, the creature looks like a child. Then it resembles Orianna. And then in its final phase…"

"In its final phase, before the body burns out, the creature becomes my lethal enforcer and bodyguard," Majhal finished, as he summoned a vine to appear and hold the child, like a baby carriage.

Ben spat in disgust, "Kidnapper and murderer is more like it."

"You're sick! You're evil!" Neb shouted, as he tried to wriggle free, "You destroyed so many lives! Why would you do all that?"

"For the same reason any man has done anything with passion in his heart!" Majhal roared out. "Orianna was the only woman I ever loved; I devoted my life to become a Guild Mage in order to protect my home town. To protect her. When she had died, my scars refused to heal, even when I left Phantom Lord so long ago. So in desperation, I turned to the one thing I could to bring her back to life. Dark Magic. But my attempts to bring her soul back failed every time. So if I couldn't bring her back, I could at least mold something to resemble her. But all that takes a tremendous amount of magic. So any Guild stupid enough to wander in and take the job, I take their magic out of any of the surviving Mages that fought my army of Rejected Experiments. They barely remember anything that happens, as they wander back, broken and useless for the community. But adding power for me to get one step closer to creating a perfect Golem that will last longer than the others." He looked to Ben and Neb, as he finished, "Don't you both see? I did it for Love."

"That's not love," Ben shot out, angrier than ever at how many lives he destroyed, "All you did was chose a body over her!"

"Shut up! What does a child know of love," Majhal spat out. But then he smirked. "But I think you do know something about soul transference." Ben blinked on confusion at that, as he explained. "See, I really don't think what you do is transform into a creature. You simply put your soul into the body of one. After all, no Take Over Magic is that perfect. So now you'll tell me the secret so that I can perfect my Love."

"You really think I'd be heartless enough to do that to anyone!?" Ben shot at him.

But Majhal scoffed at that, "Foolish Fairy Tail Mage…"

But then, they heard the door creaking from the side, as they all turned to the open door… and saw a stunned Claus. Apparently she had gone looking for Neb, and came to the house, and heard everything that they were talking about. Stunned, all she could do was shake a little, and barely speak out with the rude confidence she once had, "I just… I was looking… for Ben and Neb…"

"You foolish girl." Majhal smirked diabolically, and punched her in the stomach, knocking the wind out of her. She fainted right into her arms, as he scooped her up in his arms. He smirked, "You know what I found out the most. If the subject's young enough, they'll last longer." He then looked to Ben and Neb as he rubbed it in their faces, "I think Little Claus will do nicely for a donor."

Neb shouted, "If you hurt her, you'll be sorry! I SWEAR IT! YOU'LL BE SORRY!"

"Well, that's your opinion. The last one you'll have," Majhal stated, as the baby from the crib suddenly jumped out of the vine-made crib. Suddenly she started grown from baby to child, and then to teenager. She was aging faster than ever, as Majhal explained to the two boys. "That formula I fed her will speed up my creation's growth. Sure it cuts their lifespan down to a few minutes, but that's more time than what you have. Farewell." And just like that, he left the room with Claus in his arms, and closed the door for the two to meet their fate.

As the Orianna monster was starting to take adulthood, Ben looked to Neb, as he said, "Neb. You're gonna have to get us out!"

"How," he asked, as the creature was starting to turn green.

"Switch on the Omnitrix, and pick a form for me to use," Ben shouted. Neb looked confused at that moment, as Ben shouted, "The watch, hit the watch's touch pad, and scan through for a form to use."

Neb managed to use to his tail to tap the watch's screen, and sure enough the holographic selection dial spun with his movement on it. "Which one," he started to panic. "Which one do I pick?"

Suddenly, the creature's transformation was completed, as her thorny fingers crew into claws, as she looked at them viciously. "ANY ONE OF THEM, JUST PICK ONE!" Ben managed to scream as it charged at him.

Neb slammed his tail on the lens, as the Omnitrix lens control popped up. As the creature lunged at Ben, Neb slammed the dial down. The creature crashed into him, but then a green flash lit up the room, and immediately, the beast was pushed back rather powerfully. Neb looked to see what Ben had transformed into, and was amazed with what he saw.

Ben was now a humanoid plant like alien, more muscular and taller, had an overall light green and black colored body, and his face was colored yellow, red and orange, with a more visible chin. His hands were colored black with four yellow clawed fingers and a yellow hole in the palm. He had six red horns with yellow spots, two on each forearm, and one on each shoulder, along with a green horn on each foot, knee, and elbow. He also had a large collar raised up around his neck, and the Omnitrix symbol was on his stomach.

* * *

**Omnitrix Encyclopedia**

**Methanosian AKA Swampfire**

_Swampfire is a Mathanosian from the planet Methanos. Methanosians evolved from carnivorous swamp plants. At some point, Methanosians evolved into herbivores. Methanosians are taller than an average human and have a distinct rotten stench that worsens with heat. A Methanosian's voice is very stuffy and nasally because they do not have noses. _

_Methanosians have a wide array of powers, such as regeneration powers, the ability to slip through tight spaces, enhanced strength, chlorokinesis, stretching, and the ability to alter their body. They can emit flames through their hands and mouths via igniting the methane in their bodies, through which they are able to propel themselves in the air if they orient their hands in a way that is similar to a rocket engine. _

_Methanosians have the ability to ignite methane in their hands to project fire. Methanosians can also breathe fire. As Albedo once demonstrated, a Methanosian's methane is strong enough to knock a human unconscious. Methanosians have limited flight by launching fire as jet propulsion. Methanosians have a high degree of chlorokinesis. Methanosian is able to manipulate their biological agriculture to stretch their limbs, change their shape, or grow extra limbs. Methanosians can reattach detached body parts by manipulating their vine-like "veins" to reach out and meld with the insides of the detached limb. Methanosians could instead regenerate a lost limb or reform if destroyed and their body parts are close enough. Methanosians have superhuman strength, enough to push over a Highbreed weather tower. Methanosians has a form of enhanced speed. Methanosians can channel their flames into a concentrated fireball or fire beam, tunnel underground and burst in a coating of flames. Methanosians are capable igniting their hands for "flaming fists", creating a ring of fire, and causing thorny vines to sprout from the ground. Methanosians are able to ignite plants they are controlling. _

_If a Methanosian is attacked while regenerating, the regeneration halts. Methanosians can be frozen, though they can thaw out by igniting their methane. Also, Methanosians cannot control weeds. _

_Though a year ago, Swampfire underwent a mature change, giving him a more fiery look now. Not only that, but his powers were now more enhanced and developed, his ability to control plants as well. Especially the mutated ones, though he still had the methane smell._

* * *

Swampfire looked at himself, as he asked, "Swampfire? Not a bad choice."

He then ripped himself off the chains, but ripped his hands off in the process. But instead of being in pain, his hands regrew as if nothing had happened. The creature hissed as it saw the Methanosian in front of him, and charged at him. He lifted his hands, and shot out a massive stream of fire, that hit her dead on. She ran around on fire, in immense pain, as she wailed out, flailing about as she tried to find a way to put herself out. But Swampfire kept pouring on the methane gas-enduced flames, as she continued to wail. Until finally, she weakly fell to the ground, and burnt up, into nothing but dust.

Swampfire clapped his hands clean, as he snorted (even though Methanosians don't have a nose), "And that's that." He ran over to Neb, as he tore off the chains, as the little cat landed on the ground.

"Come on!" Neb shouted, as he ran over to the door, as he tried to hop up and open it, "We gotta rescue…" but then the door opened itself… as Karin stood there, with a look of regret. Neb scolded, "You! You're working for Majhal!"

"I know." she said. "But he's gone too far now. I can't turn a blind eye any longer."

Swampfire walked over to the table, and picked up his proto-tool, as he walked towards her, "Then you know where he is? Where's he's taken Claus?"

"I know where his spare lab is." she stated, as she turned, but then something fell out of her cloak.

Swampfire knelt down, to pick it up, as he looked at it. It was a blue petal… a blue rose petal. He blinked at this in surprise, and turned to her, as he asked, "Wait, are you…?"

* * *

**Elsewhere**

In the lab, strapped to a table and stripped of all her clothes and underwear, Claus was held ot the table. Her black and green tinted hair was long and lay spread out behind her, as two straps covered her private sections, and held her wrists and ankles down. She was gagged with tape, and had rune marks painted all over her. Majhal wasted no time to prepare to extract her soul and place it into another Golem.

She struggled and whimpered, not wanting this to happen, as she desperately tried to call Neb and Ben out to save her. Majhal simply said aloud, "Orianna, if you can hear me. Bless this soul to be bound to the perfect body. Let her be just like…"

KA-BOOM!

An explosion erupted, causing Majhal to stop the spell, as he turned around. There, he saw Ben in his new form, along with Neb with the Proto-Tool strapped to his back, and Karin, whose face was still hidden. "You have to stop this, Majhal," Swampfire pleadingly demanded. "You may think that what you're trying to do will bring Orianna back. But you couldn't be farther from the truth."

"What nonsense are you talking about," Majhal asked, not interested.

"I'm saying that Orianna didn't die," Swampfire explained. "You thought that twenty years ago, she died because nobody found a body, but it's not true. The reason no one found her was because she wondered off; the crash caused her to get a concussion causing memory loss. She left the town and started a new life elsewhere. But fast forward today, she suddenly remembered everything, and in a true gesture of true love, she came back to you. But the sad truth was, you were too blinded by your obsession."

Swampfire then pulled off Karin's cloak to reveal herself, which shocked Majhal completely, even Claus and Neb. It was Orianna, twenty years older, but still as beautiful in her age, with a blue rose nestled in her hair. She sadly smiled to him, ashamed that it took her this long to have the courage to face him, "Hello, Majhal."

But Majhal appeared to be in denial, as he backed away, his face twisted in horror, "This… this is impossible! Are you telling me that this wrinkled old woman is Orianna?" he shook his head, as he appeared to fall deeper in his delusion, "Orianna was a woman of incomparable beauty… just like her roses…"

"Exactly like a rose," Swampfire defended. "It's true that flowers wither, Majhal… but despite what you've done; this thing that you've become… Orianna's feelings for you didn't."

But at that moment, Majhal couldn't take it anymore as he seethed out, "Silence, boy!" and then glared at the Methanosian with death in his eyes, as he shouted, "KILL HIM!"

And then coming out of the woodwork, Orianna plant Golems in their final phase came shifting and slumping out, heading towards Ben. Swampfire charged forward, pushing the thirty clones out of the window, smashing through the walls, as they all fell down to the ground. Majhal jumped after him, as a giant root grew out, as he hopped onto it, and lowered it down to watch the battle.

At the moment, Orianna and Neb ran towards Claus, as he undid the straps, and the old lady clothed her with her cloak. Claus looked to Neb, as she asked, "Do you think he'll be alright, Neb?"

Neb wasn't sure about it; sure he had a powerful form that could kick those beasts down. But even Ben was human. His little paws clenched as they twitched in fear. He gritted his teeth, as his thoughts were chaotic on the situation, 'What the heck am I thinking? I hate Mages! All they do is cause trouble for everyone! So why… why am I worried about what happens to Tennyson…!?'

* * *

**Outside**

Swampfire was fighting ferociously against the golems, as he was holding his up. He fired a tremendous stream of methane fire at them, as they continued to charge at him, even though they were still on fire. He punched at them, smashed them, kicking them, even going as far as to ignite his fists to ignite his punches at them. One of them grabbed him by the arm to keep him from flame throwing anything. But they didn't count on his mouth, as he blew out a stream of methane fire at them as well. The golems continued to dog pile at him, clawing and tearing at his body, as if they were really zombies.

Majhal's eyes blazed with madness, as he called out, "Yes. Yes. Tear him apart! Leave nothing of him behind!"

"YEEEEEEEEEEEEEEEEAAAAAAAAAAAAAAAAAAH!"

Neb cried out, as he suddenly came diving down. And in amazing surprise, he pulled the Proto-Tool apart, making twin blasters, as he fired at the plant golems. He managed to blow their heads off, as he made a hole to land in. he then put the Proto-Tool back together, and twirled it, until it extended into a light saber bo staff. Amazingly, the little guy hopped about, slicing at the golems pinning Swampfire down. Once they cleared up, Neb jumped onto a half-torn Swampfire at the moment.

"Ben! Wake up! Pull yourself together," he shouted. Suddenly, Swampfire's body began to heal and regenerate itself, as if nothing happened to him. He blinked as Swampfire suddenly sat up, as Neb blinked, "That was quick."

"Yeah, but it still hurts," Swampfire regarded. But then looked to Neb and saw the Proto-Tool in his hands, as he blinked, "You know how to work that thing?"

"It's a weapon. I trained myself to understand weaponry, since I don't know how to use magic myself," Neb confessed. But then he stopped, as he saw the golems surrounding them, as he hopped on Swampfire's back, "Enough of the chitchat, keep fighting!"

Swampfire nodded, as he fired a three-way blast of methane flames, both from his hands, and from his mouth. While Neb fired at the golems, as he converted the proto-tool into an automatic ray gun. The two fired at the enemies, watching each other's backs, as they fought hard.

Majhal snarled at this, as he shouted, "ENOUGH! KILL THEM BOTH!"

The golems charged forward, about to pounce at them both, but then Swampfire had a thought as he stated, "Wait a minute. What am I doing?" he then looked to the golems and ordered, "Stop!"

And suddenly…they stopped. Neb blinked, as he looked to Swampfire and asked, "I have one question: How?"

"I forgot that as Swampfire, I have control over plants. Even magical ones." Swampfire smirked, rather embarrassed at having forgotten one of his aliens best powers.

But Neb grabbed him by the face, as he roared out, "AND YOU SUDDENLY REMEMBERED THIS NOW! WE COULD'VE SAVED TIME IN THIS DUMB BATTLE IF YOU'D JUST CONTROLLED THEM FROM THE START!"

"Even if you can control them, you still need to wipe them all out," Majhal roared out, as he cackled. "And considering they are of the Earth, they will be endless, unable to die at all!"

Swampfire grumbled at that, "He's right about that." But then he thought about it, and smirked, "Time to go to Chemical Warfare." And then tapped the Omnitrix symbol, as he transformed into a new alien.

Ben now had the appearance of a large muscle-build mechanical humanoid in a green outfit, with the exception of his head and shoulders being a bluish-purple color. He had four fingers on each hand, which were apparently gloved. Like Water Hazard, he had nozzles/openings from which he could eject something out of them. He had two on both of his arms, one on each of his shoulders, three on the rim in between his shoulders, three on his head, one on his back and one in the center of his posterior. He had a belt with a window on his stomach so that the gas he uses can be seen.

He wore the Omnitrix symbol on what appeared to be some kind of gas mask in front of his mouth.

* * *

**Omnitrix Encyclopedia**

**Koffonian AKA Gutrot**

_Gutrot is a Koffonian from the planet Periodica 98. They're a race of mechanical humanoids, whose innards have evolved into a biological lab of any or every known chemical in the universe. Gutrot's innards contain various gaseous elements, making him a walking chemical laboratory. _

_Being comprised mostly of gaseous chemicals on his insides, Gutrot has the ability to make compounds of almost any type and expel them as gas from the various nozzles on his body. Such gases include sulphur dioxide, (which can be used as a form of tear gas), nitrous oxide (laughing gas), and fluoromethyl-hexafluoro-isopropyl-ether (sevoflurane). This is normally used as an anesthetic, but is also useful as a knockout gas with short-term memory loss as an added side-effect. The strength of these gases depends on the amount expelled and their chemical makeup, but they are powerful enough to repel Dr. Animo's large mutated beasts. _

_Gutrot seems to possess an enhanced knowledge of the field of chemistry and its effects on the human body as he explains the gases' effects. An irony, since Ben's lousy at Chemistry._

_When Gutrot uses his gas, it makes a large cloud, which is susceptible to prevailing winds. This can endanger innocent bystanders. Some of Gutrot's gases are flammable, so he must be careful in situations that might ignite them. Opponents who are effectively shielded are immune to his gases, mainly through the use of a gas mask or insulation._

* * *

Majhal didn't seem impressed, as he smirked, "You fool! You traded your only ace, just because you wished for strength!"

"Seriously, why did you trade your Swampfire for this guy," Neb shouted, as he was freaking out.

As the golems shifted towards them, still on fire, he explained, "This guy's called Gutrot. He's basically a walking chem lab."

Neb blinked, "Meaning?"

"Meaning I've got the ability to combine various chemicals… and expel them as gas," he finished, which earned a disgusted look on Neb's face, as he nearly gagged. Gutrot grabbed Neb, as he shrugged, "Here, I'll give ya a demonstration." And then suddenly tossed Neb up in the air, as he was thrown pretty high. High enough that as Claus and Orianna came down, she caught the little cat in her arms.

Once he saw that they were in safe distance, Gutrot mixed the right chemicals, as he muttered to himself, "Alright, a little of this a little that, and voila: Instant Super-Herbicide!" And then farted a huge gas cloud as it spread all over the golems, as well as the vine that held Majhal up.

The Orianna golems whined and cried out, as the gas started affecting them. They cried, as they melted and rotted into puddles of goo, not able to reform and not able to regenerate. They were dead, with no way of reforming again, as Gutrot clapped his hands clean, "Well, that's that. Mission accomplished."

"NOOOOO!" Majhal cried out, as tears streamed down his eyes. Gutrot and the others, as soon as they got down from his house, witnessed as the man, who was pinned down by the trunk-like vine, could only look and weep at his creations dying. "MY… MY ORIANNA, MY BEAUTIFUL ORIANNA! DEAD! NOT AGAIN!" He cried out, as the real Orianna turned away, seemingly acknowledging the fact that Majhal was obsessed with his shallowness.

* * *

**The Next Day**

Ben was walking out of the village with his Tenn-Speed bike, with the bag holding his reward as he, and surprisingly Neb, were walking to the outskirts of the village. Ben had been given the reward for the job, just as Majhal had been escorted by the Military. He made sure not to be around at that time, making sure they didn't spot him. Once they were gone, the mayor had given him the reward, as well as their thanks and eternal gratitude. Neb had escorted him to the outskirts, sort of as a way of helping him during the whole ordeal.

Once they reached the outskirts, Ben tossed him a bag that made a jingle when Neb caught it. Neb blinked, as he looked to Ben and asked, "Ah, what is this?"

"About 34,800 Jewel, basically 60-40, since you helped me on this job," Ben smirked.

Neb then took the Proto-Tool and handed it back to him, but Ben refused. The cat blinked, "Wha… but I thought this was yours?"

"Yeah, but it's too complicated for me to use it anyway," Ben admitted, as he explained with a smile. "That and it's too small for me to use it either. It suits you considering you know how to use it better than me." He winked, "Consider it a token of trust between us."

Neb frowned, as he turned his back, "Just because you give me this device and a bigger cut of your reward, doesn't mean I full trust Mages. Not after what Majhal did." He then turned around and left, going back to the village. But as he continued, he smirked a little, as he whispered, "Though… I think I can trust you…. Seeing as you're not a Mage Ben."

Ben shrugged at the little cat's stubbornness, as he smirked, "Can't wait to tell Happy about this." He hopped on the bike, but before he could rev the engine, he heard footsteps behind him.

One he turned around, he saw Orianna, holding a pot in her hands, which contained a single blue rose. With her was a girl wearing a beautiful sundress and sandals. Orianna walked up to him and offered her the rose, "I'd like you to have this, as a token for saving Claus and this town."

"Thanks, ma'am," Ben graciously accepted the rose, but then blinked, "But I thought…"

"It's true, I still do love Majhal," Orianna confessed, and spoke up rather hopeful. "I just hope that one day, he can return to his senses in time."

The girl then shifted her feet, as she talked to him, rather sober and gentle, as she smiled to him, "I wanted to say that I was sorry for treating you so badly, before you left. You really are a great Mage, Ben."

Ben blinked, as he was slightly confused, but nodded, "Uh, thanks… but who are you again?"

Orianna smirked, "Don't you know? This is Claus." Claus blushed a little, as she nodded to him.

Ben blinked in surprise, seeing such a transformation from the tomboy girl that kept treating him like dirt. Finally, he shouted in surprise, "GAAAAAAAAAAAH!"

Claus just blushed embarrassingly, as she shouted, "Will you grow up already!?"

Ben smirked as he set the plant behind him strapped in, and revved off, as he took off. But before he was out of range, he shouted, "YOU'RE DEFINITELY A LOT MORE PRETTIER WHEN YOU DON'T DRESS UP LIKE A PAPERBOY!" and disappeared over the distance, as Claus and Orianna waved him goodbye.

And unbeknownst to Ben or the others, Neb stood atop a tree, waving at him as well. The paths between the boy with the Omnitrix and the cat with the Proto-Tool… was only the beginning.

* * *

**In the Frontier Lands**

Within the still stranded Hammer, Vilgax was walking through the ships halls as he surveyed all the areas being rebuilt.

These past few days had been spent reconstructing the ship and taking inventory on all the equipment they had that didn't get blown out during their crash. So far most of his weapons and equipment were still functional although the ships engine room had suffered severe damages. Luckily Albedo had made good progress repairing everything with the help of his bioid drones providing extra hands to help out. However it would still be a while before the ship was in the air again.

And speaking of extra hands Vilgax had now gained control over the Magnapedes thanks to some cybernetic implants to their heads after he had taken down the next flock that came to attack his ship. The creatures were now mindless beasts that followed his commands like all his drones but they're large size and ferocity made them valuable new additions to the army he was beginning to assemble.

Vilgax walked into his command room where he usually sat to watch over his forces or during space travel. As he did he saw Death had arrived back and bowed in respect to his conqueror/savior.

Vilgax simply ordered, "Report, D'arke."

"As you wished the scouts and I did a survey of the surrounding areas far from this place. The mainlands called Fiore and it's about a week and a half's travel by foot but thanks to the flying drones it took me less than an hour" he explained. "From what we've witnessed, there's no indication that this is a culture or society that's based on advanced technology." Death chuckled at how he had seen the world's level of technology. "Their technology is so pitiful it's nothing compared to our worlds Earth. However, it seems they've cultivated and progressed in using methods and tech based on the use of mana they call magic. It also appears that there are humanoids that are born with the innate ability to utilize such magic. We're basically talking a whole planet load of Anodites here…only without the whole glowing bodies and their powers aren't as great as theirs.

Vilgax's brow narrowed at this information, "Go on."

"Seems they also have a ruling council of sorts here; a real bunch of nincompoops who just twiddle their thumbs and don't do crap at all," Death clarified, having gone back to being serious. "But there apparently are sanctions posted in every major city and town around the surrounding areas of Fiore. Guilds, they call them. Apparently they're this universe's versions of the Plumbers who take jobs to solve problems across the continent."

"This turn of events goes wary now," Vilgax contemplated at seeing how many forces this world had to oppose him. "If there are as many as you say…"

"But get this," Death included. "Apparently, not all Guilds see eye-to-eye." He then pointed at his eye, "Eye-2-Eye… EYE-TO-EYE, GET IT!?"

"GET ON WITH IT, CZARNIAN!" Vilgax roared, his patience wearing thin.

Death shrugged, "Eh, can't take a joke. There's these factions called the Dark Guilds. A bunch of renegade Guilds that don't really see all goody-two-shoes like the Council wants them to. Apparently, they utilize Dark Magic for their own personal gain, some to take territory, others for power and some even want to take over the world," he finished with a smirk.

Vilgax thought about that for a moment and contemplated on it as he looked to the monitors, "There's so much we have yet to verify of this world. If these Dark Mages as they are called, truly wish to rise to power…" he then turned to face his servants with a scheming smile, "… then they shall do so… with my leadership."

"YEAAH," Death shouted excitedly "Oooh and that's why you're the most feared and relentless warlord of our universe, Gaxy."

"DON'T CALL ME THAT!" Vilgax roared.

However, their angered spat came to an end as Albedo appeared on a comm screen, anod seemed like he was on alert. "Vilgax! Psyphon's detected a ship approaching not too far from us."

Vilgax's maintained a calm demeanor as he thought aloud, "It was only a matter of time before someone decided to investigate us." He then looked to the screen, as he asked, "How many lifeforms?"

"The scanners detect only six of them," the human Galvan replied.

Vilgax allowed a smile to appear on his face, as he looked to Death, "You've been complaining about the lack of action so go take a couple of our drones and show these intruders how we welcome the uninvited." He said the last piece sinisterly which Death returned as he now looked anxious.

* * *

**Not Too Far Away From The Hammer**

A white and gold and silver scout air ship was flying overhead towards the crash site of the Hammer. It was a two-hulled ship with two wings to the sides, and a massive Lacrima engine flying overhead. Inside only six of the members were there driving the vessel. Four of them were faceless fellows, all four male of medium build, wearing white gold and silver robe armor, and wearing masks to hide their faces.

Two of them were without masks, as they drove the ship. The first one was a male of average build, with short brown hair cut military style and brown eyes to boot. He had the kind of face that said he wasn't afraid of anyone and would punch the first guy he knew was the boss.

The second was a female officer, dressed in the same attire as the males, only her figure showed better in it. She had grey eyes, fair skin, large breasts and long violet hair that reached her waist and brushed to the right, almost hiding her right eye.

She was currently going over the monitor, detecting any lifeforms using the Eternano Searcher, their fancy way of saying a radar. "I'm not detecting any lifeforms. Nor are there any signs of the Magmapedes."

"Good," a masked member pointed out, "Commence landing nearby and…"

"Sir there's something on view on the mountain." A masked soldier said.

"Put it on display." The captain said which was followed by a lacrima displaying the mountain from their view before it zoomed in closer and closer to show a large red ship on top of the mountain."

"We've located the target Sir."

"Excellent let's land on the base of the mountain and then…" The Captain was cut off by an alert sound.

"Sir, I'm detecting high speed movement," the female officer stated, sounding rather surprised.

"Where?" The captain asked while looking out and seeing nothing. He also didn't notice a slight thump noise that came from the roof.

The officer blinked as she tried to fathom what was going on, "I don't know the radar's not detecting anything with magic nearby but the system says there's a proximity alert."

Suddenly they all heard a loud thump noise from the roof as it sounded like something was stomping outside.

"THEY'RE ON THE ROOF!" The female officer said urgently before grabbing a magic riffle and shooting a blast at max power that went through the roof and out the ship. She fired more shots attempting to shoot whatever landed on their ship. Eventually she stopped as there were now multiply small holes on the roof that allowed light to shine in like part of a disco ball.

Everyone remained silent for a moment to wait and see until they heard a savage human like growl as a shadow overshadowed the holes blocking some of the light from entering. Suddenly a huge dent appeared on the roof before it was literally ripped off to reveal a white skinned humanoid figure who looked pissed.

"I so did not enjoy getting shot at like a bull's-eye in target practice!" Death shouted in anger before he jumped inside the ship.

"Soldiers, prepare to defend this ship!" The captain said before they all took action.

Two of the soldiers charged at him, with Lacrima-powered sabers, as they tried to slice at him. However, they didn't count on this guy having combat skills unbeknownst to them. The first guard slashed and sliced at him but he dodged him effortlessly, as he grabbed him, twisted him to face the front, and then snapped his neck 180 degrees behind, as Death saw his shocked face. He then allowed him to tip forward and fall flat on the floor.  
Death turned to face the other soldier but heard a spell being fired at him, "FLAME WIELDING, INCINERATOR!" a flame throwing blast shot in dead on in his face, as he shouted, "Burn, Demon!" but as the flames died, the soldier was shocked as he saw that the demon was still alive.

Death's face was covered in soot and his hair was sticking up like an afro. He had a frown on his face, as he coughed up smoke and grumbled, "Great now I look like some retarded hippie." He then grabbed the soldiers head with one hand before the soldier could do anything Death threw him out the window where he was suddenly blasted by what looked like a beam from some small flying metallic ship. His body fell to his imminent death below.

He then saw the captain, the shocked female, and the silently freaked out remaining trooper standing there ready for anything. But Death simply sighed, as he asked, "Okay… who's next?"

But at that moment, the ship's engine exploded, as the ship shook. The impact caused the captain to stumble towards Death…who smirked, as he punched the captain's face to push him back. The captain's body was thrown over to the wall, and a loud snap was heard, as he slumped to the floor, dead from a broken neck and spine.

The two remaining soldiers looked to Death, who didn't seem fazed that they were falling down to the ground below. He looked to the two, and asked causally with a hint of annoyance "What?"

* * *

**Ten Minutes Later.**

What was only a ten-minute fight, turned out worse for wear. The ship had crashed due to the drones destroying half of it, without them even getting a chance to fight. The four soldiers that had fought, were immediately dead after Death had cracked their necks like twigs. At the moment, the four bodies were being brought into the Hammer by the flying drones one by one for examination. And there were only two survivors, a soldier and the only female that was onboard who were now being escorted to the Hammer were once they arrived they were thrown to the ground.

The girl started to get back up but then heard a clicking and humming sound as she looked up… and saw a pale humanoid figure with a skeletal appearance pointing a gun at her. On the side was the pale human who attacked their ship and was talking through a screen that showed up on his wrist. The screen seemed to turn off before Death turned to look at her.

She said nothing at first as he simply kept looking at her until she had enough and finally she shouted, "What!?"

Death asked aloud, "Look I know you probably get this question all the time but I gotta ask: Who's your cosmetic surgeon because they gave you the body of a goddess?"

"I was born with this body you creep!" she shot out, looking both offended and embarrassed at his sudden advance. "It got this way when I hit puberty."

"Really?" Death asked, looking up and down at her knelt body. Not to mention at her butt and chest, as his eyebrows went up and down, "Well you're certainly a lovely female specimen but then again I've noticed that most of the females on this world are all beauties who seemed to have been given a type of perfection for each of them.

He then knelt down and reached his hand for her which scared her as she remembered how he killed the others as she closed her eyes fearfully, however what she felt next surprised her. She felt his hand gently cup her chin almost in a loving way as she opened her eyes and he gently lifted her head to force her to look back at him again.

_"His hand is so soft? How can a killer have such a gentle touch?"_ She thought to herself in wonder.

As he looked to her he asked, "Say, I know this might sound like a pickup line but since you and your partner might not make it out of here, I'm offering you a choice: hook up with us or join the others in a permanent dirt nap and trust me when I say it would be a shame for me to have to mess up that lovely face of yours." Death said seriously.

The female narrowed her eyes as she shook her head to free herself of his hold. "I would never join scum like you. You're nothing but a murderer and psychopath!"

Death simply looked her in the eyes before he sighed and stood up. "Shame, I would've enjoyed having you onboard. May I at least know the name of the lovely young maiden?" he asked politely which surprised her more.

She said nothing for a moment before she looked away. "It's Reina."

Death hummed at the name as if he found it interesting. "Sounds like royalty. It's too bad you turned down my offer."

"Unfortunately for you D'arke it's not your decision to decide who joins us." A new sinister voice spoke out.

The two survivors turned and paled at what they saw. A strange giant Cthulhu-like beast man with red eyes that could pierce their very souls. Psyphon stepped to the side, as he answered. "These were the only two survivors Lord Vilgax, one man and one woman."

Vilgax motioned for the drones to let them go, as he knelt down to be at their eye levels. He then smirked, as he straightened out the female's cape, as he spoke up, "Nice work, soldiers. You found my army."

Psyphon, Death and a few of his bioi drones chuckled at that but the man spoke up, "Surrender! And the Council will show leniency on you."

"Leniency?" Vilgax questioned, as he stood up, once again towering over them both. "I think you fail to understand what a Chimerian is capable of. We don't surrender…we conquer."

"Then the Council will stop you then!" the male soldier shouted.

Vilgax feigned surprise ending with a vicious glare, "Stop me? So far they invited me now…" He then grabbed the man by the head, as he easily lifted him off the ground, as he pointed out, "By sending this pitiful scout ship of yours, your Council has insulted me by underestimating me and have condemned your world by challenging my strength and power!" The man's eye shook with fear, believing what this creature said was true, as Vilgax smirked, "Well, I'll soon be ready to play their little games once I've finished gathering my forces" He then tossed the man next to the woman, as he ordered, "GO! Tell your precious council to send their strongest armies! Their bravest warriors to face me and my forces! I'll be ready for them."

The two looked to each other and then ran for it. Vilgax stroked his tentacle beard as he then casually asked. "Remind me. How many soldiers does it take to deliver an urgent message?"

Death raised his arm, allowing his blaster to pop out, as he took aim. Oh how he loved naswering this question. "One..." and then a shot was fired.

* * *

**Next Chapter: The Big Switch Over; Chaos in the Flesh**

* * *

**Well this lookes troubling. While Ben has completed his first solo mission, Vilgax has dealt with the councils investigation team and now he's sending a message to them for declaring war. How will the council take this and what's going to happen to Ben's when they find out. Find out next time on FTOI.**

**Voice Actor for Neb: VicMignogna**


	5. The Old Switcheroo

**Fairy Tail: Omniverse Invasion**

* * *

**Chapter 5: The Big Switch Over; Chaos in the Flesh**

* * *

**A Few Days Later…**

**In the Frontier Lands Far from the Hammer**

The only survivor of the Scout Air Ship, Reina, was walking through the desert volcanic landscape of the Frontier. Her comrade had been shot just before they could even make distance. She should have fought back, but she was too scared. She had never seen anything like these creatures in her life. They resembled nothing of what her books about the humanoid demon creatures of this world that were recorded. And that large one, the one they called Vilgax had just up and declared war on all of Fiore without any hesitation, as if he knew he already knew he was going to win. Not to mention that she had survived and been spared for the sole purpose of delivering a message to the Magical Council in Era which was many miles away.

She had walked back to her ship to try and contact the council for help but the communication lacrimas were shattered and the ship was beyond disrepair leaving her stranded. So she took the emergency food and water which had thankfully survived in its storage kit. It was packed in the event they were stranded and now she was the one experiencing first hand why the Frontier Lands was called the Desert of Hell.

She had walked for days now trying to reach civilization but knew she was far from sanctuary. Her clothes were tattered from the burning land, her cape she threw away when it was just dragging her down, her armor; she had to remove it in order to make sure the heated materials didn't burn her skin, thereby adding more heat. Right now, her shoes had become torn and tattered, and she had to dump them a while ago, now she was walking bare footed and her feet were the what was hurting the most as the scorching earth made her feel like they were burning her skin off. But even if she were to strip down and walk all the way to Era completely naked, there was no chance of that. She had no air ship, no way to make contact with any nearby ships, and even if she did, there were no ships anywhere near the border of the Frontier to make contact. She was sent on a mission with no chance of survival. She continued to walk on the dune line, feeling the heat affect her as she strode through the sands. The black darkened soot skies didn't help to cool her down at all. Her emergency supplies had run out and she was now left without anything to keep her alive other than determination and will power which she could feel draining away quickly.

"This land… truly is Hell," she wheezed out. "And now it's inhabited by real devils…"

Suddenly, she stumbled and lost her footing, falling down. She rolled down the sandy hill, knocking the air out of her already hurting lungs, as she landed on her back and now looked up at the dark and crimson sky. "Mom…dad…I guess I'll see you soon up there." she said, as she felt she would join her dead parents. She closed her eyes, welcoming death, unaware of the sound of a roaring engine, coming closer to her.

The sound of an engine was all too true, as a rocket-powered hover motorcycle flew on in. Its driver was none other than Death, as he parked it on top of the hill. He spotted her not too far from where he was, as he hopped off, grabbed a water canteen, and slid down the sandy landscape, as harsh hot winds blew in. Once he reached the bottom, he walked on over to her, his shadow now providing her face with shade but regardless she didn't awake or show signs of feeling even the slightest comfort.

He looked down at her as he looked her over from neck to feet and then to her face. He extended his hand towards her but when he did, he froze as his mind developed a flash of a memory…of his mother lying dead the same way… with a blade wound from her stomach to her upper chest going across leaving her bleeding out and exposing the inside of her body. He returned to the present, shaking his head angrily to rid himself of the images as he sighed, "I hate the past…" he whispered to himself, "It never shines as bright as they say. Just grimy like the present and future."

He took the water bottle and knelt down opening it, as he lightly poured it on her neck. Steam let off a little and then he reached down to lift her head up a bit. He then gently poured a little water down her mouth, as she suddenly coughed. Her eyes opened wide, as she spotted the canteen and took it without question as her mind didn't notice her guest and only saw the thing that could bring her relieve. She gulped the sweet cleansing water down as fast as she could but ended up coughing it out a bit more, as she felt someone gently pat her back and then rub it comfortably.

"You should take it easy." Death assured her. "If you drink it down that fast, you're more likely to choke yourself rather than rehydrate your body."

Once her vision cleared and saw who was in front of her, she shock herself out of his arms and backed away frightened, "You…"

Death smirked amusingly, "You don't look so hot." He looked at her up and down and tried to take a peek to see if she was wearing panties, but she drew her legs down when she caught his stare and made sure he didn't get a peek. He shrugged a little disappointedly as he stood up, "Well, you do look hot literally, considering the state you're in. I mean, your skin looks pretty dry as well as your lips."

"What do you want?" she demanded to know. "Why did you follow me? To finish the job back from back there?" But she stopped talking as she drank the canteen more but this time slowly to ensure she didn't choke and waste anymore.

Death merely shrugged, "If you so desperately wish to know, Vilgax sent me to make sure you got back to Earthland. To make sure his message was sent. Seeing as how you wouldn't be much of a messenger if you died out here and failed to deliver the message. It'd be a real headache to wait for another team to come by and figure out what happened to you and your friends." He then reached out a hand, "Here, need a hand?"

She swatted it away from him, as she attempted to get back up, "I can get up myself" but then fell back on her butt, in a weakened state.

Death smirked, "Cute. But I don't have the time to wait for you to pick your strength." He then walked over to her and knelt down, scooping her up in his arms, "Okay, here we go."

"Hey, what the…"she protested, as she kicked and tried to pry herself away from him "What do you think your doing? Put me down now!"

But he didn't, instead he just kept walking up the hill and towards his bike. And gently set her down, as she felt flustered by being helped by a monster like him. He then sat down in the driver seat, as he revved up the engine, "I'd hold on if I were you."

She looked around to try and find handles, as she asked, "Hold on to what? There aren't any spare handles."

"Hold on to me," he said bluntly as he revved up the engine.

Before she could object, his bike shook before levitating off the ground and then took off at high speed. As they went fast, she grabbed on to him out of reflex, pulling herself close to him. Once she realized what she did, she backed off a little, but still had her hands around his hips. While they were riding, she took notice of a nasty looking dagger in his boots. When she did her thought ran to what she could do. She could take that dagger and kill him since his back was turned to her but if she did where would that leave her. She wasn't sure about how to drive this flying bike he had her on. It seemed to be far more advanced than anything the council possessed.

For a long while she remained quiet they flew over the sands of the desert. Reina had been looking at the controls in front of her to see how Death piloted it and saw that they were pretty simple. The controls only required applying pressure to handles and pressing a few small buttons. Feeling that she's learned enough she quickly grabbed the dagger from his boot and then without hesitation, stabbed it right in his back, all the way to the hilt.

She didn't hear a gasp of pain or see him show any signs of pain other than seeing his body momentarily jerk but then she heard a low growl groan. He suddenly turned around looking at her with an overwhelming glare as his eyes seemed to have turned red with great displeasure but not anger, surprising her deeply as he reached back and pulled the dagger out and his wound began to heal up perfectly, leaving only a scar before he placed it on the front of his bike where she couldn't get to it anymore.

"Here's some advice. If you want to kill someone then aim for the fourth and fifth rib; it's where the lung is. Fifth and sixth, you hit nothing, no fatality. However that wont work on me since my body's internal structure is different from you humans and my species heal and regenerate faster than your kind ever will."

Reina breathed deeply, until she finally asked, "Back there…where you shot my partner. Why didn't' you kill me?"

"Excuse me?" Death asked as he turned to look at her.

"You could have shot me and my partner could have delivered the message." Reina questioned as she couldn't understand the figure in front of her whose name meant the end of life. One moment he's smashing their ship apart and killing her allies, then he flirts with her when she's captured, kills her last comrade before she journeys through the desert alone and in despair and then he suddenly shows up to help and is now taking her home. It was like he was constantly switching personalities or something. "So why did you choose me to be the one who'll deliver your dumb message? Is it because you think I'm beautiful? Is that why?"

Death shrugged, "Well, mostly because women are a lot smarter than the males, they'll actually take you seriously. Although I'm referring to your kind, not mine. I also happen to have a soft spot for girls with pretty faces and tough exteriors." He stayed quiet for a while, as they continued to fly through the Frontier lands and then spoke up again, "And I don't kill girls for personal reasons that I won't tell you."

Reina seemed to relax a little, realizing he was a lot smarter than he looked and that he truly wasn't going to harm her. "You know, I thought you were a big dumb brute when I first saw you," she confessed, as she rested herself on his back. "I could have forgiven a big dumb brute." She said before her eyes shut as she uncontrollably fell asleep peacefully for the first time since entering the Frontier Lands.

* * *

**Magnolia**

The Kingdom of Fiore. A world where magic was an integral part of people's lives. However… what we will be presenting to you today is a very eerie magic... For the next 30 minutes anyone who tried to play reason of this in their mind would leave their body and head deep into this magic...

But for the moment, it was an ordinary day for the members of the Fairy Tail Guild. Or rather, just for three of its members, as apparently they were competing on the same job. Three crooks were getting away on a magic-fueled vehicle, speeding down the driveway, nearly running over people and stands in the process. However, chasing after them were Natsu and Happy, as he was flying due to Happy helping him. Ben was along with them on this job, as he rode his hover board to catch up along with them.

So far, they had been chasing after them for about thirty minutes, as Ben asked, "Okay, so who are these guys again? And what did they do?"

"They're a bunch of punks that are causing vandalism all across Magnolia," Happy chirped. "So far they've been doing a lot of protection Insurance. But they're actually a bunch of louses that can't scare a bunch of senior citizens. In other words, they're just a bunch of clumsy crooks who can't make good on their threats."

"And yet the Mayor put a 20,000 Jewel price for the job," Ben suggested, and then quoted, "And it said, 'To anyone who can end their reign of terror'. More like a Reign of Clumsiness, right?"

"Tell me about it," Natsu groaned, and then fired up, "BUT I'M GETTING' THAT MONEY BEFORE YOU DO, BEN!"

"In your dreams," Ben smirked, as he went through his Omnitrix, and hopped off his board, grabbing it and putting it away on his back in midair, as he slammed on the dial. "Fasttrack is going to leave you in the dust!"

And in a green flash…Rath showed up as he ran. Once he realized what had happened, he roared in annoyance, "RATH?" He groaned, as he looked at the symbol on his belt, "LEMME TELL YA SOMETHING, NEW OMNITRIX. RATH IS SICK OF YOU DOING THIS!" He then sighed as he ran, "IT WASN'T FUNNY WHEN YOU WERE A PROTOTYPE, WHEN YOU WERE THE UPDATED VERSION, THE ULTIMATRIX OR PREVIOUS MODEL AND IT ISN'T FUNNY NOW!"

"Aw, what's wrong, Rath?" Natsu taunted, as he and Happy were getting in the lead. "The big scary Tiger Man not fast enough to catch a couple of lame thieves?" Rath was far behind, as Natsu cackled like a madman, "THAT'S KIND OF PATHETIC, REALLY! AHAHAHAHAHAHAHAAA!"

Rath growled as he roared out, "NOBODY MAKES FUN OF RATH! OR LEAVES HIM IN THE DUST… WITHOUT GETTING A MAJOR SMACKDOWN!" And suddenly, he slammed his claws in front of them in the ground, shooting himself in the air. Apparently he was able to sling-shot himself like that, as he flew past Natsu and Happy. He roared out, "LEMME TELL YA SOMETHING, STUPID INSURANCE CROOKS: NOBODY BEATS RATH OR SOME FLYING CAT WHEN IT COMES TO OUTRUNNING RATH!"

One of the crooks managed to whine out, "That doesn't make any sense!"

Seeing this, Happy smirked, "You know, Rath's the kind of guy you wanna watch work, while you're sitting down with a bowl of fried fish sticks."

"I know, right," Natsu smirked. "Out of most of Ben's aliens, he's awesome!"

"Are you saying that because he's the toughest and funniest," Happy asked, as he sweat dropped. "Or are you saying that because of that incident with Gray and Elfman the other day?"

Natsu deviously smirked, "It's a bit of both, I think."

Rath hopped up in the air, as he landed on a wall, and hopped form wall to wall, as he was speeding up to the wagon, as he groaned, "RATH'S GETTING TIRED OF THIS CHASE. TIME TO SWITCH IT UP!"

He hopped towards the wagon and touched the Omnitrix symbol, as he changed in a flash.

At the moment, the driver was doing his best to lose the two Fairy Tail Mages. "I think I lost one of them," the driver guessed. He looked to his buddies and asked, "You think we lost them?"

One of his buddies looked over, and saw only Happy and Natsu, as he told them, "Just Salamander and his pet cat. Aside from those two, we lost the third guy. So yeah, we lost one of them."

The Driver smirked, "Hehehe. Alright, aside from Salamander, we're good."

THUNK!

Something caused the trio to look up front and see someone crouched on the hood of their wagon.

From what it was, it resembled a combination of a rooster and a hawk heavy muscled humanoid about seven feet tall. He has sharp claws on his toes and talons on his hands, as well as two larger talons protruding from his arms. He has a short beak, was covered in brown feathers and also has a white mohawk. He wore a green mask, a green belt with a white stripe, and black underwear. He wore a strap vest with the Omnitrix symbol on the vest hooker.

* * *

**Omnitrix Encyclopedia**

**Pultronian AKA Kickin Hawk**

_Kickin Hawk is a Pultronian from an unknown planet and system. Not much is known about this race, but this species has a very wide variety in plumage and their king looks like a peacock. Kickin Hawk can retract talons from his fingers, and scythe-like blades from his elbows. He can cut objects by using the sharp blades on his arms. Kickin Hawk has enhanced strength, durability, agility and reflexes. Kickin Hawk can generate powerful shockwave-like kicks which sends his enemies flying. Kickin Hawk is capable of withstanding the vacuum of space, but he still needs to breathe. Without an oxygen-supply, Kicken Hawk is limited to holding his breath. Kickin Hawk's legs have surprising flexibility as he is able to reach out and grab objects much like an arm. This gives him an edge in close-quarters combat. _

_Kickin Hawk's three-claws and talons are able to work simple movements such as grabbing, holding and pulling the trigger of a blaster, but they are not suited for fine-manipulation, as he was unable to work a cellphone._

* * *

"Sorry, fellahs," Kickin Hawk smirked, "But you're anything but good."

He then flipped upward, and kicked hard on the bumper, sending a massive shockwave into the ground and the wagon. The massive shockwave sent the wagon flying overhead, as Kickin Hawk slid under they flying care. It then crashed at the end of the street, as the thieves were all in a daze, as they tried to make sense that a chicken man had just flipped their magic-powered car in the air.

They were about to get away… until Natsu charged in with his Fire Dragon Wing. He kicked the car, sending it flying across the distance, with the crooks whining out in panic. The car disappeared over the horizon, as Kickin Hawk pouted, "Natsu, you idiot! Now how are we gonna collect the reward?" He turned around to face him, "We were supposed to bring them…" but then sweat dropped, as he saw Natsu, licking his lips and staring at him. He was gonna regret asking but he did it anyway, and asked, "Why are you looking at me like that?"

Happy flew off of him, and looked at Natsu, and then back at Kickin Hawk, and then back and forth. Until it finally clicked in, as he screamed, "OH NO! NATSU DIDN'T EAT BREAKFAST THIS MORNING! HE THINKS YOU'RE LUNCH, BEN!"

Kickin Hawk backed away, shocked at that, as he gulped, "Are you serious?"

Natsu drooled over, as he looked at Kickin Hawk, "Look at those… delicious thighs… and wings…"

Kickin Hawk gulped, as he tried to reason with him, "C'mon, Natsu… it's me. Ben, remember?"

"All I see is barbecue chicken, roasting on some sweet sauce." Natsu slurped up, and pounced at him, "I'M HAVING CHICKEN FOR LUNCH, HAPPY!"

All of a sudden, Kickin Hawk let out a scared Ba-kaw and high-tailed it away from a starving Natsu, who followed after him. He kept shouting on how he was gonna strip and sauté his featherless body in so many spices and have the feast of his lifetime. The two ran away all around the place in the most comical sense, as Happy sweat dropped, "I take it back. Kickin Hawk's the alien you wanna watch in entertainment. Natsu'll be chasing after him for hours."

* * *

**Later on**

**Fairy Tail Guild**

Ben and Happy, along with a starving Natsu managed to get back to the guild. Although for Ben's appearance, he looked like somebody had been gnawing at his head for an hour. The two walked on, completely down in the dumps on failure to collect the reward for the job. Well, Natsu was bummed out on the job failure, Ben was just half exhausted from running away from Natsu trying to eat him, and when he did catch him, spent the next five minutes kicking him up in the air, or on the wall back and forth to keep him from it. Luckily for Ben, the Omnitrix timed out before the Fire Dragon Slayer had the chance to fully swallow his head whole. Although he was wishing that he had just undone his transformation and turned back into himself. He could've just saved himself the trouble but apparently had lost his sense when he was running for his life as Kickin Hawk who had survival in mind. Clear this showed what happens when you panic and don't think clearly.

Natsu just fell to a table, and grumbled, "Hungry… need food…"

Ben plopped on the table as well, groaning, "Need aspirin…and a lot of mouth wash."

Happy blinked, as he sat on the table, "You wanted the reward money for mouth wash?"

"No, for Natsu. You didn't smell his breath," Ben grumbled, and sighed. "At least Neb wouldn't have gotten it wrong the first time."

Happy blinked, "Neb? Who's Neb?"

Ben figured he hadn't told the little guy out yet, so when Lucy showed up, he told them about his first job, and that he had met a cat similar to Happy. Once the little blue cat heard this, he hopped into the air, as he smiled, "There's another cat like me out there? WHOO-HOO!"

"OH YEAH," Natsu hopped up on the table, as he cried out, "Time for the Happy Dance!"

The two then hopped around, waving their hands in the air, as they both cried out, "CHICA-CHICA-CHI-CA! CHICA-CHICA-CHI-CA! CHICA-CHICA-CHI-CA! YEAAAAAAAAAAH!"

"WHAT'S GOING ON!?" Erza bellowed out, causing the two to fall over the table, as Lucy and Ben shivered from her outburst.

However, Mirajane walked towards her and smiled as usual, "Well, hello, Erza. You seem more riled up than ever."

"I was hoping to find Master Makarov," Erza confessed, looking all around. "But so far, I haven't seen a gray hair anywhere."

"Oh that." Macao pointed out, "He got called to the Magic Council in Era. Something to do with what happened in Hargeon. It was all last-minute though; he's been gone since yesterday."

Erza, her team and especially Ben, nearly sparked an interest in that part. The only ones who actually knew what really happened were all of them but no one else. They just had to hope that whatever decision they had, it involved something good. And if they found out about Ben… it was curtains for him. So now, the only thing to do was keep quiet.

So Erza mere shrugged, "I see. Well let me know when he returns, alright?" She glared daggers at Gray, Natsu, and Lucy, "I still need to usher in punishment on these three."

The three of them paled at this, realizing that it had been a week, and they still had not been punished for doing an S-Class mission. Wakaba simply shrugged, "I feel sorry for you guys. I really do."

"Don't say you're sorry, help us out here," Lucy pleaded, and turned to the Bench, "Ben! You seem like a reasonable…" But then blinked when he saw he was gone. She whimpered, "I should've taken his chance, and run away like he did."

"I didn't run away," Ben called out, getting everyone's attention to the Job board.

Lucy immediately rushed over, as she asked, "What you got there? Another job? Need some help? I'd be grateful to come along…"

"Nobody's going on any jobs until the Master returns," Erza shouted.

Ben shook his head, "No, it's not that." He pointed to one job in particular, "This one seems like a complete mystery."

"YOU'RE NOT GOING ON A JOB!" Erza roared out, feeling ignored by these two. Although Ben had nothing to do with it, so her anger was just redirected off him.

"Oh, come on," Ben stated, as he pulled the job off the board for everyone to see. "Don't tell me you don't think this job looks mysterious?"

They all took a good long look at it, and blinked as they saw it. It was all covered in blackness, with white writing on it. Two mysterious and eerie looking eyes were upon the paper, and it was written in a language that nobody could understand.

Natsu grimaced as he confessed, "Ugh, that's one creepy-looking job request."

Gray popped up, as he agreed, "Sure is."

"If you look at it long enough, it feels like it's just staring right back at you," Lucy shivered at the mere thought of it.

"It's like it's haunted, Luuuuuucyyyyy," Happy spoke out in an eerie way, using his dark gaze to freak her out.

"WHAAAAA!" Lucy jumped, as she shivered, "Don't do that, Happy!"

"DIDN'T I JUST SAY YOU'RE NOT TAKING ANY REQUESTS UNITL YOUR PUNISHMENT IS DEALT!" Erza roared out.

Cana grumbled, as she was drinking down, "Yeesh, can't those guys get any louder?"

"They've gotta be loud," Elfman nodded, as he roared out loud. "BECAUSE THEY'RE REAL MEN THERE!"

SMASH!

Cana smashed a barrel on top of Elfman's head, as she shouted, "Stop yelling! I've got a major hangover here!"

"Decipher this text, and I'll see that you're wealth is increased by 500,000 Jewel," Natsu read aloud. He smirked, as he turned towards Happy, "Seems easy enough, what do you think?"

"I say we go for it, Sir," Happy cried out.

"So it's a translation job," Gray asked. "That's a weird request for a guild."

"Seems too good to be true," Ben scratched his chin.

* * *

**Fifteen Minutes Later**

Everyone had been wracking their brains on trying to translate the message. Ben thought of using one of his aliens for it, but his head was hurting too much to even think about it right now, not to mention that he had been using Grey Matter to learn all about magical writing but so far he has yet to learn it plus even if he did only his brainy aliens would comprehend it while he would remain clueless. At the moment, the request form was laying on the table, while the others sat around it, trying to make sense of it. But from the look at how they were now… that wasn't gonna happen anytime soon.

"Wait a minute," Gray finally spoke up, as he took the paper and checked it out, "This ancient text. Nobody's gonna be able to read this."

Ben grumbled, as he finally groaned out, "You know, you could've told us this some time ago, right?"

But then Happy looked at it on Gray's shoulder, and then pointed out, "Hey, wait a minute! It's written in modern letters too."

Ben snatched it away, as he looked it over, and then blinked, as he shouted, "It was so obvious! Why didn't anyone see that before!?"

Erza merely grumbled, "Sometimes we're a bunch of idiots." But then she sternly reminded them, "And didn't I tell you no jobs!"

But then Natsu swiped it away, as he checked it over, "Oh wait, I can totally read it." He looked it over, and read it aloud, "Okay, let's see: Uugo Daru Rosso Chi Burru Kania." But then he blinked, as he shouted, "THAT DOESN'T MAKE ANY SENSE!"

Suddenly, a rainbow aura suddenly lit up from the request page, bathing the six of them, as they blinked in surprise. But it didn't go ignored, as everyone in the guild watched what was happening. The only ones to comment on it, was Macao and Wakaba, as Macao asked, "What the? What's going on over there?"

"Poor kids," Wakaba sobbed. "They're so scared of the Master's punishment plan, they're all sweating rainbows. Even Poor Ben there and he didn't do a thing."

"Okay, that's enough booze for you," Macao stated.

Once the light died down, the others blinked in surprise at the whole light show didn't do anything. Although nothing seemed wrong, but things started becoming weird, as Gray suddenly shivered, and started spitting out ice cubes, "So… cc-c-c-cold…"

"What the heck? Ice wizards don't get cold," Elfman pointed out. "For crying out loud, Gray: Be a man, for once!"

But Gray didn't listen to him, as he shivered and wrapped his arms around himself, as he continued to shiver, "Ooooh! Guys, I'm serious; somebody turn up the heat in here! I'm freezing! P-p-p-p-pretty please?"

The others just sweat dropped and were a bit stunned by this. But got even more confused, as Lucy started acting weird too. "Huh? What's going on," she suddenly spoke up, her voice sounding deeper and more manly as she complained, "Why does my chest feel so heavy?" She then arched her back, trying to support it, as she stated, "And my back… my back's killing me."

"Hey, are you feeling okay, Lucy," Macao asked, getting really concerned for these guys. "I mean, your voice sounds very low."

Gray turned towards him and responded, "What are you talking about? I…" but then paled, as he saw Lucy, and screamed out, "WHAT THE….?!"

Happy groaned a little, as he suddenly started acting like Natsu, "What the….? Solve the riddle of the request and get 500,000 Jewel, my flaming Butt! What a rip off!"

"Uh, sir…." Natsu spoke out, looking a little shaky, getting Happy's attention.

The little blue cat paled, as did Natsu, as they both screamed out, "AAAAAAAAAAAAAAAAAH!"

"Sheesh, what the heck is your problem, Natsu," Lucy shot out, "You're acting even dumber than usual, dragon breath!"

"YOU WANNA PIECE OF ME, ICEHEAD!" Happy roared out. But then blinked at this situation, as he looked to Lucy, and asked, "Gray? Is that you?"

"Yeah, it's me," Lucy/Gray pointed out. But then blinked, as he/she asked, "Wait, why do I sound like a girl?"

Then both Macao and Happy/Natsu pointed out, "Because you are a girl."

"Why is everyone behaving so foolishly," Ben suddenly roared out, firm and composed. "You people are acting like a bunch of unruly children. Knock it off!" He then turned towards Lucy, Natsu, Happy, and Gray, as he pointed out, "And what did I say? Until Master Makarov returns from the Council Meeting…. NO JOBS!"

"Yeah, but Erza only told us that, not you, Ben," Natsu/Happy pointed out, as he was suddenly drooling a little bit of flame.

"Of course I told you that," Erza/Ben stated, as she/he stated, but then paled, as she/he asked, "Wait. Why did you call me Ben?"

"Yeah," Ben/Erza pointed out, as he/she was looking in the mirror, seeing only Erza's body, as he/she paled at the realization, "Considering I'm not Erza…"

Ben/Erza's eyes went wide with shock, as he/she cried out in despair, "WHAT THE HELL!? WHY AM I OVER…." But then caught his/her reflection in the mirror as well, as he/she screamed out, "AAAAAAAAAAAAAAAH! WHY DO I LOOK LIKE BEN!?"

"Okay, seriously," Erza/Ben pointed out. As he suddenly placed his arm underneath Erza's chest and pushed them up a little as if he was trying to straighten them as she/he was freaking out, "Jeez these sure throw off my balance. I don't see why girls have these at such a large size. Sure they're great to look at, but these things are a havoc on your back."

The guys were blushing like crazy, as they watched Erza/Ben messing with her/his chest. However, Ben/Erza was fuming mad, as he/she charged at him with a fist, "YOU BASTARD! I DON'T CARE HOW CONFUSED AND SHOCKED YOU ARE, I'LL TEACH YOU TO GROPE A MAIDEN'S CHEST!"

And then suddenly punched a metal chest plate, as Ben/Erza somehow reequipped her default armor. Erza/Ben commented, "Whoa, this stuff just equipped itself. I gotta admit, Erza, that's pretty handy."

At the moment, Ben/Erza was cradling his/her bruised hand, as he/she whined, "Don't act all impressed right now. My… your hand hurts." He/she suddenly fell to his/her knees, all stunned, as the realization came to mind, "I don't understand. I've never felt this exposed and weak before. It's as if I've been reequipped into the body of a boy."

"That's because you're in the body of a boy." Erza/Ben pointed out. But then she/he frowned, "And who are you calling weak!? I'll have you know that I work out. Maybe not as freakishly as you guys do, but I doubt that's anyway weak."

Cana on the other hand groaned, as she rubbed her sore temple, "Why do they have to ruin my quality drinking time?"

"Okay, I'm starting to totally freak out here." Gray/Lucy slowly started to get unsettled by all of this. "First I'm freezing and now I'm seeing a crazy double lookalike of me."

"What are you talking about?" Lucy/Gray asked.

"How can you all be such idiots? Don't you realize what's happened to us!?" Ben/Erza asked them, earning all their silence.

But before Ben/Erza could say anything, Erza/Ben beat him/her to it, as she/he shouted, "You knuckleheads! We've all switched bodies!" She/he then folded her/his arms, as she/he looked to Ben/Erza, "Even I figured that much out."

Happy/Natsu asked, "What do you mean, Ben?"

"I am Erza," Ben/Erza shouted in annoyance.

"And I'm Ben, Happy… I mean, Natsu," Erza/Ben shouted. But then she/he blinked at this, "Wait a minute, then that means Happy's…"

"ALRIGHT, I'M IN NATSU'S BODY," Natsu/Happy jumped up and down in joy.

"SILENCE," Ben/Erza shouted.

"Seriously, seeing as how Erza… I mean Ben's got it all figured out," Gray/Lucy shivered, as he/she looked to her/him, and advised, "Maybe you should make sense out of it for us."

Erza/Ben sighed, as she/he walked over to a board, and drew it out, "Okay, it's like this: Happy and Natsu switched bodies together, no big surprise there. Lucy and Gray swapped with each other…." And then she/he pointed to herself/himself, and pointed to Ben/Erza, "And we…"

"The worst of it all," Ben/Erza shivered with fear, "Ben and I have switched bodies!"

Erza/Ben frowned at him/her, and asked, "What do you mean, 'worst of all' I would think I'm the best you could end up in considering your not shivering like Lucy is?"

Everyone was all deeply confused by all this, as Mirajane asked, "But how did all of this happen?"

"The Ancient Changeling spell." A new voice spoke from the entrance.

They all turned to the door and saw Master Makarov standing there, obviously returning from his Council Meeting Era. Ben/Erza ran over to him, and tearfully bowed to him, "Master, you've returned."

"And a good thing too," Makarov stroked his beard. "You kids really got stuck in it this time. And you involved poor Ben in this too, I see."

"Yeah, I get into situations like this a lot," Erza/Ben sheepishly confessed. "Though honestly, I've never been in a woman's body before." Although there was that one time he and Gwen got switched as kids because of Charmcaster but there was no way he was going to count that since they're related. Then, she/he looked to Master Makarov and asked, "By the way, Gramps. You said this was the Changeling Spell, right? What else do you know about it?"

"Well, I've noticed that request on the board for some time now." Makarov explained. "By reading the contents of that page aloud, you've swapped not just your personalities, but also your minds into opposite bodies. And that spell is called the Changeling, henceforth."

Gray/Lucy paled at this, as he/she whimpered, "The Changeling? That sounds scary."

Lucy/Gray didn't seem fazed by it at all, as she/he shrugged and looked to Happy, "So you're really Natsu, right?"

Happy/Natsu nodded, "Yeah, so?"

And then was kicked hard to the other end of the room, slamming head first into the bar, as Lucy/Gray shouted, "YOU IDIOT! WHAT DID YOU DO TO US!?"

Happy/Natsu raced over back to Lucy/Gray, climbed up her/his body and got face-to-face with her/him, as he shouted, "ME?! ALL I DID WAS TRY TO READ THE STUPID JOB REQUEST!"

"That's enough, Lucy…er Gray," Makarov said, while trying to remember who was who at the moment. "For Wizards, this spell does more than just switch bodies…It also switches your magic, as well."

"Yeah, no kidding," Natsu/Happy spoke out, as streams of fire came drooling out of his mouth. "I can tell."

Once that all sunk in, all six of them shouted together, "WHAAAAAAAAAAAAAAAAAAAAA?!"

"But that's not the important thing you should know about it," Makarov stated.

"That's not the important part? There's something more important than the rest," Gray/Lucy shouted.

Makarov nodded, "If the Changeling Spell is not undone within thirty minutes of the time it was cast… you'll be stuck the way you are now than the way you were before. Or so says the legend."

Erza/Ben ran over to Elfman and Mirajane, and asked, "Does anybody know how long it's been since the spell was cast?"

Mirajane thought about it for a moment, and answered, "I think it's been sixteen minutes…" and then became more serious, as she pointed out, "…which means you have fourteen left."

After realizing they didn't have a whole lot of time, they all started to freak out, as Happy/Natsu turned around, and begged, "Gramps, isn't there a way to reverse this?"

Gramps turned around, as he stated, "Hmmm, since this is such an ancient magic, it would only stand to reason…that…" and sharply turned to them, and acted rather serious, "…I don't know." All this got was shocked expressions from the six swapped people looking at him. "I must say, I was looking forward to punishing you on that Galuna job." Makarov shrugged, as he walked past them. "Well, this seems more like punishment enough for you. I hope you all get back to the way you were before." But then he stopped, as he turned to look at Erza, "Oh and Erza…I mean Ben."

Erza/Ben snapped out of his shocked expression and turned to Makarov, "Yeah Makarov sir?"

"First of all, call me Gramps." Makarov shrugged that off, and then stated, "And secondly, when you get back to normal again, I'd like to talk with you alone in private. Just some things I need to ask you, is all." And then walked back to his office.

Erza/Ben looked on in thought. "_Huh I wonder what he wants?_"

Finally, Lucy/Gray snapped, as she/he was lifting up his shirt, "OKAY, THAT'S IT! I CAN'T TAKE IT ANYMORE!"

All the boys rushed over to see the supposed strip show that Lucy/Gray was gonna unfortunately make, but Gray/Lucy stopped him/her in time, "Gray, get a hold of yourself!"

"Lemme go," Lucy/Gray roared out.

But then Erza/Ben thought of something for a second, "Wait a minute."

"Wait a minute, what," Ben/Erza asked.

"If we have each other's magic," Erza/Ben smirked, "I can try that Reequipping spell you do so often."

Suddenly he/she had a horrified look. "DON'T YOU EVEN DARE!" Ben/Erza shouted.

"Ah come on it wouldn't hurt to try. Okay, here I go," Erza/Ben started, "REQUIP!"

But as the magic began to surface, Ben/Erza roared out, "STOP THIS AT ONCE! I COMMAND YOU!"

But it was too late, as Erza's body was stripped of her armor, her body glowed brightly and in a flash, Erza/Ben was equipped…with an airplane stewardess's uniform that hugged at her chest which showed a bit of cleavage since the top 2 buttons were undone and was small at the skirt. With black pantyhose and high heel shoes, complete with a hat. Erza/Ben blinked at this as he realized it wasn't armor, "What!? What the hell!? A stewardess uniform!? I wanted cool armor, not to look like a sexy airline girl! Although I gotta admit your body definitely looks really good in it." He/she said the last part with a blush as he resisted the temptation to strike a pose.

"WHOA, ERZA LOOKS SUPER HOT," was all that the guys said.

"BEEEEEEEEEEN!" Ben/Erza roared out, as he/she instinctively activated the Omnitrix, "I think I'll give you a disciplinary lesson as one of your forms; perhaps Diamondhead or maybe Rath would be a good punishment for you. Yeah I'll go with Rath!" But all he/she got was an interrupted blip. He/she blinked at this, as he/she tapped on the touchpad, trying to get it to work, "What the…? Why isn't this thing working? I SAID CHANGE ME! NOW!"

"**INCORRECT ACTION, SCANNING SUBJECT**" The Omnitrix's A.I. spoke out, it's green pattern on the screen lighting up and scanned Ben/Erzas face until finally it was done. **"SCAN COMPLETE, SUBJECT: BEN TENNYSON."**

"Yes, yes, I'm Ben Tennyson," Ben/Erza only half-told the truth. "AND I WANT TO CHANGE INTO RATH!"

**"ANOMALLY HAS BEEN DETECTED WITHING SUBJECTS CEREBRAL CORTEX. PLEASE IMPUT DIGIT PASSCODE FOR OMNITRIX AUTHORIZATION."** The A.I. requested.

"Passcode?" Ben/Erza went wide eyed with confused shock, "But Ben's never put in a passcode! All he does is select the form of what he wants and then slams down the dial!"

"Oh, um…yeah…let me clear that up," Erza/Ben stated, seemingly sheepish on the info to come, "See the Omnitrix has a security feature that detects any strange abnormalities in my body where if it does then it locks down and the transformation function can't be used until a code is dialed in to reactivate the function. It's a new safety feature in case I ever get brainwashed or something like getting my mind swapped…which we did."

"WHAT THE HELL!? YOU'RE TELLING ME I CAN'T USE YOUR WATCH UNLESS I KNOW SOME STUPID CODE!?" Ben/Erza shouted in disbelief.

"That about sums it up, unless of course I told you the code to reactivate it." Erza/Ben answered.

"TELL ME THE CODE RIGHT NOW!" Ben/Erza demanded angrily.

"So you can transform and hurt me? No thank you, even though this isn't my body I have no interest in letting you deal me a world of pain." Ben/Erza responded with his/her arms crossed in the same way Erza herself would do in her sarcastic or stubborn gesture.

"THAT'S NOT FAIR! YOU'RE ABLE TO USE SOME OF MY MAGIC WHILE I CAN'T USE ANY OF YOUR POWERS!" Ben/Erza shouted in objection.

"Yeah well too bad cause I'm not coughing it up." Erza/Ben stated before she/he looked at her/himself again and asked "So why exactly do you have a Stewardess uniform in your armor selection?" She/he then got a teasing smile on her/his face, "What other embarrassing outfits do you have?"

Ben/Erza blushed fiercely, as he/she shouted, "TH-THAT IS NONE OF YOUR BUSINESS!" soon the horrible revelation hit his/her hard, "No, this can't be. I was a powerful S-Class Mage of Fairy Tail. Now I'm stuck in the body of someone of average strength and a watch I can't even use."

FLASH!

"Easy for you to say," Erza/Ben pointed out, as now she/he was dressed as a construction worker. The outfit was baggy and covered most of her body, and had a hard hat with her hair tied up in a ponytail, "I'm trying the best I can to equip armor on, but all I keep getting are these cosplay outfits."

"I get it now," Happy/Natsu shouted out, as he was flying uncontrollably in the air, "We all swapped our magic along with our bodies, but now we all suck at it completely!"

"Hey, Happy," Wakaba replied, but then got confused, "Or whoever's inside of him."

"IT'S ME, NATSU," the little flying blue cat stated.

"YEAH, I'M HAPPY," Natsu/Happy shouted, spew out hot fire blasts at them by accident. He slumped to the floor, as he cried out, "THIS IS SO HORRIBLE!"

"Why not eat a fish," Happy/Natsu said, as he gnawed on one for himself, "That always cheers you up, little buddy."

"I would, but they keep burning up, as soon as they enter my mouth," Natsu/Happy whined out, crying out streams at this plight.

Wakaba sweat dropped, "Hmmm, that is a problem."

"We must not be discouraged by this, we must find a way to change back at once," Ben/Erza shot out.

Gray/Lucy whined out, "Ooooh, what are we gonna do?" and then he/she started drooling out ice cubes.

Mirajane sweat dropped at the sight, and pointed out, "Um, Gray… I mean, Lucy, you're spitting out ice cubes."

Realizing that, Gray/Lucy whined out more, "I hate this. Why me?"

"Not to worry, Lucy," somebody shouted at the door. "I got this!"

Everyone turned to the doorway to see who it was, and spotted three individuals.

The first one was a seventeen-year-old Caucasian female Mage. She was a rather young, petite teenage girl of a slender build who stood at a rather below-average height for her age. Her shoulder-length blue hair, which had eyebrow-length bangs, was normally tied up with a colorful bandana around her head. While initially portrayed as having rather straight hair, her hair has a more wavy wild look, with more locks hanging down the sides of her face. She wore an orange tank top dress that ended at her mid-thighs, black pantyhose stockings, and red high heel boots that ended at her ankles. Her Fairy Tail mark was orange and located on the left shoulder blade. Her name was Levy McFadden, a mage that dealt with Solid Script Magic, which went well with her boundless interest in books as well as writing and words, allowing her to generate words in the air and make them solid, subsequently throwing them at the enemies with different effects. She was also the leader of the Fairy Tail team, Shadow Gear.

The second member was an eighteen year old Caucasian male, tall and slim with black hair kept in an unusual distinctive hairstyle, with a tuft of hair on top of his head jutting upward and then curving frontward, being reminiscent of a plant's stem. He had dark eyes and thin dark eyebrows, pointing downwards at their outer edges. He wore a simple white shirt, green checkered pants, and dark shoes with lighter soles. He was also sporting a pair of distinctive belts crossing his chest, each passing over his shoulders. These belts were reminiscent of bandoliers, sporting rectangular cases on them, which contained special Live-Coal' used for his magic. His Fairy Tail mark was colored orange and located on his left shoulder blade. This was Droy, a member of Shadow Gear, and a Mage at using plants in his magic.

And finally the third was another eighteen year old Caucasian male, slim and of average height, with orange hair that jutted backwards at the sides of his head. He had a sharp face, a prominent, flat and defined nose pointing downwards, and distinctive teeth, with a protruding, sharp, triangular-shaped upper molar complemented by a chipped portion on the lower row, something which allowed him to close his teeth completely despite such a peculiar physical irregularity. He wore an open light-brown coat with yellowish fur trimmings on its edges and sleeves, which reached down below his elbows. Below it was a high-collared purple shirt, with its collar mostly open, which was sometimes seen left hanging over the checkered belt below it, with a rectangular buckle, and others tucked inside the baggy dark pants covering his legs, in turn tucked inside dark boots. The most distinctive piece of his attire was probably the fancy, extremely high hat matching his coat, with a large brim and fur trimmings over its entire length, at regular intervals, plus a large furry ball on top. Like Jet's his Fairy Tail mark was orange too, and located in the same area. This was Jet, a Mage dealing with Speed, and always claimed to be the fastest of Fairy Tail.

This was the infamous team of Fairy Tail, Shadow Gear.

Gray/Lucy cried out with joy, "Levy, it's you."

Erza/Ben leaned over to Natsu/Happy, as she/he asked, "Who are those guys?"

"Oh, that's the team, Shadow Gear," Natsu/Happy pointed out. "There are plenty of teams in Fairy Tail; Mages who team up and take on the harder jobs. Shadow Gear's one of them."

"Team Shadow Gear is here to save the day," Droy called out, acting all confident. "So don't you worry, guys."

"That's right," Jet agreed with Droy. "If anyone can figure this out, it's our Levy."

And then the two boys cried out, "Now do your thing, Levy!"

"When you boys say 'we', you mean Levy, right," Mirajane asked.

"You're so sweet to help us," Gray/Lucy said, with a reassured smile and gesture that only Lucy would make.

"Thanks a lot," Erza/Ben replied, now dressed in a lovely white and pink ball gown, decorated with rose patterns, with the shoulders revealed and her hair tied in a ponytail.

"Not at all, Lucy. I always help out a friend," she reassured her, and then turned to Erza/Ben. "And I'm guessing that you're Ben Tennyson. At least mentally you are considering Erza is in your body right?" she said while pointing to her/his body which Erza was inhabiting.

Erza/Ben nodded. "Yep."

"I heard about that job you did in Malcon, and then that other one dealing with that crazy priest's cult. Pretty amazing for one Mage to take on those jobs alone."

Erza/Ben blushed in embarrassment, "Oh, that's nothing."

"Um, can I ask something," Levy asked, as she pointed to the ball gown, "What's with the ball gown?"

"Oh, this," Erza/Ben groaned. "I've been trying to equip armor all this time but so far I've just been getting stuff like this."

Happy/Natsu flew up clumsily, as he asked, "What are you gonna do?"

Levy sat down at the table to where the job request was located, and answered, "Well, I know a thing or two about ancient text, so it'll be a breeze to translate this, and find the reverse spell on it."

"Sounds good, but do it quick," Lucy/Gray insisted.

Ben/Erza nodded, "Listen everybody, we need to let Levy work in peace." But then she looked to Erza/Ben, as she shouted, "And why are you dressed like that?!"

Erza/Ben was now in a runner's outfit, which was a white skin-tight black spandex shirt with a white tank top shirt that showed her midriff and seemed a little on the small side considering how her breasts seemed to be pushing against the fabric, short shorts colored yellow with a white stripe that covered barely any of her thighs and running shoes, along with a red sweat band on her head. "What do you think? I've been trying to equip armor this whole time, hello?" Erza/Ben stated, as he turned around, causing her breasts to bounce with the spandex.

But Ben/Erza slumped to the floor, pleadingly whining, "Please…stop doing that…."

* * *

**Later On**

Levy, being an avid reader, possessed a pair of enchanted reading glasses that allows her to read at an extremely accelerated rate. Her specific model of Gale-Force Reading Glasses were Model _18x_, something which let her read books eighteen times faster. This was necessary right now, because the others were running out of time, as she researched on the counter spell for the Changeling.

"Please, hurry," Happy/Natsu pointed out, "We only have ten minutes left."

Lucy/Gray took notice that Levy was reading the words out loud, as she/he asked, "You sure that's a good idea? Reading the words out loud like that?"

"Don't worry, it's perfectly safe so long as you don't read the whole thing in the correct order," Levy stated, as she kept focus on the task at hand.

"AAAAAAAAAAAAAH! WE'RE RUNNING OUT OF TIME!" Natsu/Happy cried out in panic. "I'LL NEVER EAT RAW FISH AGAIN AT THIS RATE!" But then he noticed Erza/Ben, fidgeting in her/his seat, and blinked, "What's wrong with you?"

"I have to go to the bathroom." she/he said, as now she/he was now dressed in a lovely white sundress that left a bit of her cleavage exposed and ended at her knees. It looked to be one of her modest dresses that helped show off her natural beauty rather than her bodies sexiness in exposing outfits. She/he was nudging her/his legs together uncomfortably showing the attempt she/he was making to hold it in.

"DON'T YOU DARE!" Ben/Erza roared out in rage, holding a chair in his/her hands like a club. She had already suffered from Ben changing into different outfits unintentionally when he continued attempting to switch into armor although she was now starting to suspect he might be doing it on purpose. There was no way in hell he/she was going to let her/him go use a toilet with his/her body especially when it meant he'd have to undress it.

"We might be stuck like this forever; I might as well have a look at your body with nothing on it," Erza/Ben confessed, feeling like they were doomed. Most of the guys all blushed and got nosebleeds looking at Ben. Suddenly, Erza/Ben produced a mace club, as she/he smacked them across the room, as she/he growled, "You even think about it, and I'll smash your heads in worse than this!" but then blinked, as she/he held the mace club in her/his hands, "Wait, I can summon the weapons but not the armor? WHAT THE HELL KIND OF SICK JOKE IS THIS!?"

"I SWEAR IF YOU KEEP THIS UP, BEN, I'LL CASTRATE YOU," Ben/Erza threatened as she tried turning into an alien again by slamming the Omnitrix.

**"INCORRECT ACTION PLEASE INPUT VERIFYCATION PASSCODE."** The A.I requested again.

"GAAAARRRHHH I HATE THIS!" Ben/Erza roared out in frustration.

* * *

**Back with Shadow Gear**

Levy was hard at work figuring out the text. She sighed for a moment… and stumped aloud, "Man, I can't figure this out!"

The six groaned over, as they felt this was gonna be a waste, as Ben/Erza groaned, "I never thought I would spend the rest of my days as a seventeen year old boy." His/her thoughts became even absurd, as he/she realized, "I'll have to learn how a male body works."

"What's so terrible about that," Erza/Ben shot back.

But Lucy/Gray roared out, "AAAAAAAAAAAAAAH! I CAN'T TAKE THIS ANYMORE!" and started to pull her/his shirt off, causing the boys to blush uncontrollably, awaiting the strip show.

However, it was put on hold, as Erza and Ben rushed over to stop him. "We asked you not to do that," Gray/Lucy panicked.

All six of them were freaking out, but Levy reassured them, "Look, I know you guys are freaking out, but I'm still working on it. Okay?"

Erza/Ben rushed over, and asked Macao, "How much time do we have left?"

"About eight minutes left," Macao answered. "I hate to say it, but you might want to start preparing for the worst."

The six paled in utter defeat on this, believing that what Macao should have been put to use. However, their attentions were turned back to Team Shadow Gear. There, Jet and Droy were dressed up in school thug uniforms, blowing a whistle and banging a drum, in a bizarre attempt to encourage Levy.

"Go, go, Levy!" They cheered continuously.

"So they're nothing but a cheering squad now," Wakaba asked.

"I see…" Ben/Erza realized and he/she prepared to accept his/her inevitable fate, "So from now on… I'll exist as an odd boy."

"I am not odd! If anything I'm more sane than most of everyone in here." Erza/Ben shot back. She/he then sighed in defeat, "Although, I have to admit, being terrifying might not be such a bad thing. I mean, fear's always a good way to stop a fight. I learned that from using Toepick once in a while."

"Who are you calling scary!?" Ben/Erza shot back but then blinked, "And who on Earth is Toepick anyway?"

"One of my forms," Erza/Ben replied, as she/he explained, "See he's this ogre-looking fellow with an iron mask on his face. Once I open it up, my opponents see the face underneath. It's so scary that it turns my enemies white with fear and they freak out like scared little kids. The face is so scary, that even Toepick's species can get freaked out if they see their face; that's why they always wear the masks so they can walk in public and not cause a panic."

"Sounds like a hard life for that lifeform," Ben/Erza grimaced.

"Not really, they don't mind wearing the masks at all. Besides no one's stupid enough to try and rip their masks open. They all know better." Erza/Ben clarified.

But just then, Gray/Lucy spoke up, "I just realized something." Everyone got his/her attention as he/she stated, "If we get stuck like this forever where none of us know how to use our magic properly and that Ben can't use the Omnitrix…"

Then they all figured it out, as they shouted, "THEN WE'LL BE THE WEAKEST LINKS IN FAIRY TAIL!"

"NOOOOOOOOOOO! WHAT'S THE POINT OF LIVING IF I CAN'T BURN STUFF ANYMORE," Happy/Natsu roared out in turmoil.

"I'M AN S-CALLS MAGE, AND I REFUSE TO BE TEAMED UP WITH THE WEAKEST TEAM IN THE GUILD!" Ben/Erza shouted. He/she fell to their knees, as he/she wallowed in self-pity, "If only I wasn't trapped in this form."

"Easy for you to say," Erza/Ben shot out, "You think I wanna live like this? A life with PMS, mood swings and pregnancy? Not to mention this!" She/he pointed to her/himself, as they all saw she/he was in a sexy black dress with an X-shaped bra that wrapped around her neck and that the skirt was cut up all the way to the hip. "JUST WHAT THE HECK WERE YOU PLANNING TO DO WITH THIS DRESS, ERZA!? GO UNDERCOVER AS A PROSTITUTE?!"

"Yes, that's it," Levy shouted, "I think I found it!"

The six rushed over, as their smiles couldn't get any bigger than what they were now. "REALLY?"

"Really," Happy/Natsu smiled, "Then you can fix this?"

"C'mon, do it!" Lucy/Gray shot out.

"This is what it says: May this exchange, give you eternal happiness," Levy smiled. "Kind of cute, isn't it?"

"Awww, that is kind of cute." Gray/Lucy pointed out.

"Great, but what does that mean?" Ben/Erza asked.

"It means whoever this spell is cast upon, shall live happily ever after." Levy answered.

For the moment, it was happy, but then Happy/Natsu flew clumsily in her face, as he shouted, "OH COME ON, ARE YOU TELLING US THAT THIS WILL LAST FOREVER?!"

"We wanted you to lift this spell, not translate it," Lucy/Gray groaned.

"Oops, my bad," she said, and got back to work, "I can get that done soon."

"GO, LEVY, GO! GO, LEVY GO!"

Wakaba sweat dropped at Droy and Jet's cheering, as he asked, "Isn't that gonna distract her?"

"Nah! They're just trying to encourage her," Elfman pointed out, as he ran over to assist them, "AND THEY'RE GONNA NEED ALL THE HELP THEY CAN GET!"

Macao slid in, as he announced, "Three minutes left."

"Three minutes," Gray/Lucy cried out.

"This is it." Ben/Erza slid to his/her knees, "My life…as a boy beging. Scratching in awkward places, waking up with a third leg in bed…COMPLETELY UNABLE TO USE A WATCH THAT TRANFORMS ME INTO POWERFUL WARRIORS! I'LL HAVE NO CHOICE BUT TO RESIGN FROM FAIRY TAIL!"

Erza/Ben walked over, as she/he placed a hand on her shoulder, as he reassured her, "Believe me, I know how messed up this is. But hey, it could be worse."

"How?" he/she asked, as he/she turned to face him, only to see Erza/Ben crossing her/his legs awkwardly, "What are you…?"

"You could need to go to the bathroom and not know the plumbing of your own body." Erza/Ben strained to hold it in.

Ben/Erza sweat dropped, "I see…"

"Have you figured it out yet," Happy/Natsu shouted.

"The situation's getting worse," Macao replied, "With only just one minute left to go!"

"WILL YOU STOP THAT," Happy and Natsu shouted in Macao's face. "NONE OF US RECALL ASKING YOU TO CALL IT OUT CONTINUOUSLY, SO SHUT YER TRAP! OKAY!?"

"Jeez, I was just trying to help," Macao sweat dropped.

At that moment, Makarov walked in, and noticed the scene before him. The six, still in different bodies, and Levy trying to break the code, with Droy, Jet, and now Elfman, cheering her on. "I take it the Changeling spell's still in effect." he asked.

"Look, if you're trying to teach us a lesson from taking an S-Class Mission, we get it already!" Lucy/Gray stated.

"Oh!" Makarov lit up; as if something he remembered pop into his head.

Ben/Erza rushed over, and asked, "Yes, Master. What is it?"

A short pause was held, until Master Makarov shrugged, "Nope, never mind. I'm drawing a blank." This in turn caused the six to face vault into the ground.

Lucy/Gray began to slowly start lifting her/his shirt up, as he roared, "AAAAAARH! I'M NOT GONNA MAKE IT!"

But at that moment, both Gray/Lucy, and Ben/Erza tackled him, to prevent the shirt from coming off, as Gray/Lucy pointed out, "Taking my shirt off is not gonna solve this problem, Gray!"

"LET GO OF ME," Lucy/Gray roared out.

"You guys have about 40 seconds left," Macao pointed out. "More or less…starting now!"

"WHAT DO YOU MEAN, MORE OR LESS," Happy/Natsu roared out in fear.

Master Makarov then suddenly lit up, "Oh wait! I just remembered something about the spell!"

The six rushed over, as Erza/Ben asked, "What is it, Gramps?"

"While it can be lifted, I'm afraid that it will work on only one pair at a time," Makarov stated, causing everyone to face vault to the floor, as he finished, "Meaning changing all of you at once would be impossible… at least that's what the books say will happen."

"WHAT," Happy/Natsu shouted in annoyance.

"Not to bring more doom and gloom to you guys," Macao said, as he pointed to a watch, "But you've guys got thirty seconds left."

"UGH, why do we have to cut these things so close dam it!?" Erza/Ben grumbled.

"Which pair's going first?" Lucy/Gray asked.

"Isn't it obvious, it should be me and Happy." Happy/Natsu suggested.

"I'm good with whomever." Natsu/Happy smiled out.

"That's ridiculous!" Gray/Lucy pointed out. "And so not fair! I think it should be me and Gray."

"Now hold on," Ben/Erza objected, "As Fairy Tail's Strongest female wizard, I should go first!"

"And besides," Erza/Ben winched, as she/he held themselves in a crouching and holding position, "I really really think Erza's body needs to go to the bathroom!"

All six of them continued through a petty argument on who should go first. Wakaba commented, "Oy, what a situation."

"At least they don't have their magic to fight against each other," Mirajane pointed out.

"Just fifteen seconds left." Macao pointed out.

"Hold on, you guys!" Levy shouted, as she jumped from her seat. "I got it!"

"Better hurry, we've got twelve seconds left… and counting," Macao pointed out.

"No time to explain things, just hurry!" Happy/Natsu shouted… after he decked Macao hard an unconscious.

"Okay," Levy started to chant aloud, "IMAC SARAC, IKKIMAK KORU!"

She continued to chant out the spell, as a light was beginning to build around her. Suddenly, as before the six of them were lit up by a rainbow aura, nearly blanketing the entire Guild Hall. The light was bright enough, until finally it died down, and things seemed to go normally.

Gray blinked a moment, and looked to see his own hands, and shirt. He had returned to normal, "Man that was close." But then he grimaced, as he was spitting out ice cubes.

Wakaba chuckled, "So you're still doing that, eh?"

Lucy smiled, as she saw that she had returned back to her own body, and ran over to Levy, hugging, "I'm back, I'm back! I knew you could do it!"

"That's right." Levy smirked.

"Oh yeah, Levy did it." Droy smirked.

"Our cheering worked." Jet commented.

"Well, for at least one group." Ben grimaced, as he tried to hold his bladder…But felt nothing to hold. He groaned, "Great, Erza's gonna kill me "

"Ben, relax," Erza appeared, as she got him to look…at herself.

Realizing that was the case, Ben hopped up, as he looked at himself, "I'm me again. And you're you again!"

"And we're us again!" Natsu pointed out, as Happy flew all over the room, not even crashing into anything.

"I guess that whole one group at a time thing was just a rumored fact," Erza pointed out.

"I'm glad," Ben smirked, but then turned towards her, as he apologized, "Sorry about trying to equip into armor and all."

"Apology accepted." she said, and then hobbled off.

Ben blinked, "What's wrong?"

"GOTTA GO! GOTTA GO! GOTTA GO! GOTTA GO!" she chanted in a hurry, and rushed into the bathroom.

Natsu blinked, "Yeesh, what's her problem?"

"When you gotta go, you gotta go." Ben surmised. But then he looked to Levy, and asked, "How'd you figure out how to reverse it?"

"By reversing the words." she confessed. "Back then, spells weren't as creative as they are today. Back then, the only way to reverse the spell was to say it backwards. I just had to learn how to say it backwards again. Though I'm surprised that all of you got fixed in the process?"

"That's a relief." Ben groaned. "I don't' think I'd ever figure out a female's body in time just to take a leak."

"Well, I'm just glad things are back to normal." Makarov told them…in a higher tone.

Both boys blinked at this, as Ben asked, "Gramps? Are you feeling okay?"

"I'm fine, but why are you calling me Gramps," he asked. "It's me: Mirajane." Both boys blinked at this, as did the others, as he/she asked, "Why is everyone so much taller?"

"I think it seems that the spell worked, but with an added side effect," Mirajane spoke out, as she sat atop the bar table, with her legs crossed and hunched over with Makarov's staff perched on her back. It was obvious that the two swapped bodies, as the others had previously been to as well.

Ben groaned, "Not again."

"Hey, you don't hear me complaining." Mirajane/Makarov said, as she/he struck a sexy pose.

"AAAAAAAAAH," Makarov/Mirajane hopped in panic, as she asked, "What the heck's going on here?"

"Though I don't think Mirajane and I were the only ones." Mirajane/Makarov stated, as she/he pointed all around.

The others, as well as Erza rejoining them after her quick 'evacuation', turned to see who else got affected by the spell.

"All of you need to get over it and just man up, okay!" Cana stated, talking like Elfman. She/he blinked in that realization of sounding like a woman, and then sniffed her/his musk, "Why does my body smell like a brewery?"

Elfman, drinking a huge keg, stopped, as the alcohol was affecting his/her body, "Oh man, I… I need to take a bit of a nap right now…I'm seeing myself in the other…" and then passed out from so much to drink.

It was also at that moment that Jet and Droy pointed to each other, "HEY MAN, STOP LOOKING LIKE ME!"

Mirajane/Makarov sighed, "Looks like those two were switched as well. But I don't think anyone's gonna be able to tell the difference between you two." She/he then smirked, as he made another sexy pose, and winked, "But in this case, having a body like this is a dream come true!"

But Makarov/Mirajane was screaming like crazy in a panic, "He's creeping me out! Levy, please! Help me!"

As everyone began to panic, Levy slumped down in her chair, as she confessed, "I think I'm in way over my head on this."

* * *

**30 Minutes of Panic and Confusion Later.**

This was without a doubt most terrifying halve hour that everyone in Fairy Tail had experienced. It was utter panic as everyone going nuts at their change in bodies and poor Levi got pressure from everyone to fix them. While she hit the books again to try and fix everyone at once they had gone through some embarrassing moments.

Makarov in Mirajanes body had gotten to cope a feel of her butt and breasts before Mirajane in Makarovs body had whispered a very threatening punishment she would inflict if he did it again. Needless to say he/she kept his/her hands to him/herself. Elfman is Cana's body suffered a kind of breakdown in his/her man speeches considering he wasn't one anymore. Cana in Elfman's body remained out cold for the whole time as apparently his/her body couldn't hold his liquor. Jet and Droy in eachothers bodies just kept arguing and fighting with one another in a good old fashioned fist fight.

Thankfully Levi came through and they all switched back to normal but they definitely weren't going to forget this experience, Ben in particular certainly knew he wasn't going too after all the images he saw from Erza's outfit collection.

Once things had been back to normal, Ben had gone to Makarov's office, as he saw the Guild Master sitting at his chair. As soon as he saw Ben come in, he motioned for him to take a seat. Once they we're both comfortable, Ben asked, "You wanted to see me about something?"

"You've been keeping secrets, Ben." Makarov calmly stated, as he stroked his beard. He saw the confused look on Ben's face, "I'm pretty sure you know what I'm talking about."

Ben couldn't figure what he was referring to, so he asked, "I'm not sure what you mean?"

"I'm referring to an old acquaintance of yours, Benjamin." Makarov stated. "One whose name is Vilgax."

Ben's face was nearly drained of color at that moment, as he nearly shot out of the chair, as he asked, "How do you know that name?"

"Well, I'll answer my question if your answer is equal to my own question." Makarov stated, and then asked, "Just who exactly is this Vilgax? And what exactly is the story between you two?"

Ben sighed, as he sat back down, feeling a little less tense as Makarov gave him the chance to explain his whole story. So Ben had gone through the story about how everything started when he was 10 years old and on summer vacation. One the very first night of camping with his Grandpa and cousin Gwen, he found some containment unit that he opened and found the Omnitrix which lashed out and attached itself to him. Since then he's been using its powers to help people and fight against evil. He had faced plenty of enemies he'd beaten until Vilgax came to face him personally. Apparently Vilgax desired the Omnitrix for mass production in order to have an unbeatable army of shape shifting aliens who would help him gain control of the entire universe. His very first fight against the space conqueror had ended with him barely achieving victory thanks to his Grandpa and a malfunctioning Omnitrix that had him changing forms as if it was in randomizer mode.

However Vilgax wasn't done with him as he had relentlessly chased after him time after time with every fight being his toughest. The lifelong warring struggle had gone on to obtain such a device, as well as Ben's growth into using it and carrying the responsibility that came to bearing it. He even told him about the Plumbers and their role in the universe, on how in some ways it was similar to how it was in Fairy Tail, minus the constant brawls that the guild always got into and being paid for their work. He even explained the event that had brought him and the Hammer here in this dimension, was a failed scheme to destroy all versions of him from existence and obtain the watch, which now led to the present time.

After Ben had told him everything, it was Makarov's turn.

"So how did you learn about him?" Ben asked wanting to know.

Makarov hummed in thought at how to describe it specifically. "Well it started while I was attending that council meeting…"

* * *

**Flashback**

**Magic Council** **Meeting Room**

The members of the Magic Council had gathered, along with the most powerful wizards in all of Earthland. These wizards were known as the Ten Saint Wizards. And Lord Makarov was one of them, as he sat with the only eight showing up, the ninth being Jose not even bothering attending. Once they were all gathered, well except for the one that was missing, they could attend and begin the meeting. If Makarov could wake up at that moment, as he was asleep while standing up holding his cane, snoring up a snot bubble.

Yajima, an old friend of Makarov, sweat dropped, as he chuckled, "Still same old Makarov…."

"MAKAROV, WAKE UP!" the elderly woman member shouted.

Makarov immediately woke up, popping the bubble as he straightened himself up, "About time, let's get this meeting over with, shall we?" In the council, only Siegrain chuckled at the sight, seeing one of the most powerful wizards of the Ten Wizard Saints, in such a state.

The members began the meeting, conveying of the incident that had happened three weeks ago. The remains of what was the Iron Giant had been brought in to be investigated. They had discovered it was powered by a source not Lacrima based or even Magic based from what they looked at. No matter what Lacrima they tried to use to power at least the fingers, nothing seemed to make it budge. The material was also rather bizarre, stating that it matched nothing of the periodic table, much less the crystal that was still embedded in it.

Makarov blinked at that, as he asked, "Crystal?"

Siegrain nodded, "Yes, from what we've seen and studied, a mass vein of crystal had somehow grown into the giant, killing it in an instant. Reports stated that a bipedal golem made of the same crystal was what attacked and defeated it."

"Incident reports stated that there were also peculiar monsters that appeared and fought against it as well," Yajima reported. "Some witness saying they saw a lighting fast lizard appear within the city. Next a muscled tiger man, and then came the crystal golem. And everyone saying it was the same individual."

"And therein lies the problem," Michelle stated. "We didn't get a good look at this wizard. No one has."

"Has anybody stopped to think that this wizard may not be the problem," Makarov asked, thinking they were going to blame the man that had saved Hargeon. "I think it'd be best if we talked to whoever this is, instead of hunting them down…"

"Makarov, it's not our place to decide of this being's a villain or not," Bob, the leader of Blue Pegasus stated.

"Yes, and as of this point, we don't even know where they are," Siegrain pointed out. "But we do know where the air ship that the giant came from is still located in: The Frontier Lands."

Hearing that name sent shivers down everyone's spine to learn that such a place would house these beings. Some thought that whoever crash landed there had to be dead now from either dehydration or from being eaten by the wildlife. They stated that they sent a scout ship three weeks ago.

"However, we haven't heard back from the team for quite some time now," Yajima stated, growing a bit worried in this fact. "We were thinking of sending in another search team, but…"

"Sir," a guard busted in, interrupting their meeting, as he called their attention, "I'm sorry to interrupt, but it's urgent."

"It had better be important for interrupting us, so what is it?" Orga questioned impatiently.

"The scout team has returned, but…" the guard answered and then warily finished it, "Only one returned."

At that moment, Reina walked in, looking as she did from when she was leaving the Frontier Lands. Her clothes were torn, her skin was sunburned, her feet burned but wrapped in bandages from some kind of black cloth and hair and face looked a little dry which they suspected was from recent rehydration that improved her appearance.

Makarov went wide eye with surprise, as he whispered, "My goodness, that poor girl. I knew the Frontier Land was a harsh and forbidden wasteland, but not this bad."

"Report," one of the Council members spoke up, not even giving her time to recuperate.

But regardless she answered, "When we had arrived at the Frontier to locate the Airship…we were under attack by its occupants. They commanded iron golems with devastating beams of light that easily brought our ship down. And then my crew was slaughtered by one warrior; a white skinned demon that looked like a man, but… he wasn't. Their Leader, a green humanoid giant that looked like Cthulhu, let me and another survivor live to bring a message."

"Then where's the other survivor?" Ultear demanded.

Reina lowered her head, as she answered, "They thought it would be best to have only one deliver the message." Whispers and rumors spoke up, as Reina produced a small metal orb that Death had given her before he dropped her off and after he wrapped her feet in a torn piece of his clothing in quite a gently way for a guy who murdered her comrades in cold blood but she didn't say that out loud for fear of being though off as deluded or brainwashed. "I was brought here and given this. I'm not sure what…"

But then to everyone's shock, the little orb sprouted legs, and hopped out of her hand. Then some of the council members charged up their magic and got ready to destroy the crawling orb. However the little spider orb skittered across the floor and into the center of the chamber as a projected light appeared before them. And with it, the visage of the Chimerian Vilgax was displayed in a large holographic projection, showing his face in a large display that covered most of the center in front of them.

Finally, the Council Members spoke up, as Michele roared out, "Who are you!?"

"What do you want?" Org spoke out.

"Why have you come here?" Leiji demanded an answer.

"The first thing I want is for all of you pitiful fools to stop asking such stupid questions," Vilgax spoke up, earning roars of insulted accusations for his rudeness. "And secondly, I have this message to send to you all."

"Attention Magic Council of Era…you are not alone in this world...My name is Vilgax, ruler of Vilgaxia and of the Chimerian Sui, Conqueror of Ten Worlds and Destroyer of Five. I have come from a world and dimension far and separate from your own."

"Well then, Vilgax, if there's anything we can do to help…" Yajima offered but was immediately interrupted.

"SILENCE YOU WORM!" Vilgax roared. "I did not seek aide from Level 2 intelligent life forms such as humans for help. Especially when you have no technology to offer me that could be useful."

"Then why have you contacted us?" Gran Doma questioned.

"You fools sent a bunch of ingrates to investigate me. So now I'm giving you a complete look at who you're dealing with. I'm speaking with all of you now because I came to deliver an ultimatum. For some time since I've arrived here, your world has sheltered an enemy and target of mine. If you find him, I demand that you return this individual to my custody immediately. For reasons unknown, he has chosen to keep his existence a secret from you and he'll have made efforts to blend in. He may look like you, he may even have powers that may seem like magic to you but let me assure you…he is not one of you." He scanned the room as he spoke to all. "To those of you who may know of his current location: the fate of your planet now rests in your hands. And if he's in this very room, let me deliver this message to you, Tennyson…" Makarov's eyes went wide as he heard that familiar name.

_"Is he talking about Ben?_" He thought at that.

Bob took notice of Makarov's expression, and whispered, "Something wrong, Makarov?"

Makarov blinked, as he sweat dropped a whisper, "Oh, it's nothing, Bob. Probably just gas."

"I say this: surrender yourself and the Omnitrix to me, or I promise you that you and all those who have allied themselves behind you will watch this world suffer the consequences."

Finally, one of the elder council members roared, "What gives you the audacity to declare war on the entire continent of Fiore?"

"Do you honestly believe we'll cave in like this!?" one of the others spoke out.

Another one stood defiant, as they shot out, "The guilds that we have are strong. And our armies are invincible. You are just one being with a limited army…"

To the council members surprise Vilgax just laughed as if he thought they were a joke. "Invincible you say? And yet your people couldn't do a thing against one of my drones as it attacked a city," Vilgax smirked, witnessing the looks of stern stubbornness in admitting their own weakness. "Despite your cultures advances in manipulating energies as well as the elements of your world and bodies…you're still just a level 2-intellect species. You are barely even advanced in space travel. You and your armies pose no threat to me. Also…" Vilgax smirked at what he was going to say next. "What makes you think my army is actually limited?"

Many of the council members eyes widened at hearing that.

The Cat-eared member, growled, "You bastard…"

Vilgax ignored the insult "I will rule this world, and you will all submit to me and my demands…or face total annihilation." He then reverted back to a serious face, "However, as I said before, the one named Tennyson could be your bargaining chip to prevent your eradication. So I give you the choice again: fight me and all of you will die. Surrender Tennyson and your forces to me… in which case, only some of you will die. I await your response soon."

And then the transmission ended and the spider drone reverted back into a sphere leaving the council to deliberate like a bunch of politics would.

"What do we do?" one member asked.

"We need to launch a preemptive strike at the Frontier Lands!" another shouted.

"I say we negotiate with this Vilgax." another pointed out. "We shouldn't add fire to this ever-growing flame now."

"There's no reasoning with a monster like that!" the other shouted.

"Oh, come on," one member pointed out. "He has only one ship. We have our own army at our disposal. We can easily wipe him out."

"That's what our captain thought," Reina weakly replied. "But we were taken out by only a handful of his iron golems. And all of my crewmates were taken down by one warrior. If Vilgax has at least only a few, they can wipe out many. We can't underestimate him or what he's capable of."

"Or we could follow with his demand," Ultear pointed out. "Find this Tennyson and give him to Vilgax. Surely, our people shouldn't suffer because of one life especially since that life isn't even from our world."

"I have a feeling that this Vilgax won't stop at one," Makarov suddenly spoke up, as he looked serious on this. "If anything, if this Vilgax is so desperate to get a hold of this Tennyson, it's only due to fear or the fact he considers him a much bigger threat. In this statement, it's only more likely that this Tennyson might be the only one who can even stop him. Period."

They were going to disagree with it, until Siegrain stood up, "I think Master Makarov is right. If this Tennyson is sought after by Vilgax, it's only because he may be powerful enough to stand against him. If we were to turn him over, we would lose the only chance to defend or bargain against this tyrant. I say instead of hunting him down like a dog and turning him over to Vilgax, we should allow him to come to us in time, and fight this common enemy."

"You're out of your mind, Siegrain!" one of the members shouted.

"If we don't give him what he wants, then he might make good on his threat and wipe us all out!" another shouted.

"No, I agree with Siegrain and Makarov," Yajima spoke up. "This Tennyson might be our best chance. However, I think it would be a matter of time before Vilgax makes good on his threat of invasion. Remember: he said he comes from another world, meaning he's as much a stranger to our world, as we are to him." He looked to Reina, as he asked, "Tell me, what condition was his ship in when you were brought as a prisoner?"

Reina remembered as best she could and then answered, "Well, from what I remembered, they had their iron golems start repairing damages. The ship is mostly intact but torn to pieces but the repairs seem to be going smoothly. There's no telling how long it'll take them to finish rebuilding it."

"Then that settles it." Siegrain spoke up, "This should give us some time to come up with an attack against this Vilgax. As well as time to let Tennyson reveal himself to us."

However, they argued continuously, saying that they should still give Tennyson up in order to save themselves, and to avoid a war. Others still said they had to band together and fight this world-threatening crisis. However Siegrain looked to Ultear and spoke telepathically, "_It seems a new player has entered the game of chess_."

_"But won't this complicate things for your pet project?_" Ultear questioned.

"I_ doubt it_." Siegrain remarked. "_If this Vilgax becomes an ally, he can help us in ways we can't even imagine. And if not…well, he'll make a perfect distraction. Either way, he'll be helping us all out, so long as it benefits the completion of the Tower of Heaven._"

As the council and Ten Wizard Saints conversed with one another about this Tennyson, and whether or not they should give in to Vilgax's demands, Makarov silently and secretly grimaced on his thoughts, "_Oh, Ben…what have you not told us_?"

* * *

**Flashback End**

After hearing everything Ben sank deep in his chair as he felt that he was put in a corner, which Makarov easily noticed as he said, "I can tell a lot about a person and I can tell you're not as heartless as your adversary. I also know from the survivor Reina that Vilgax's ship is about as air worthy as a one-winged pigeon. It will be a while before he can even plan an attack."

"What about the council?" Ben asked.

"They're still in decision about tossing you to the wolves or using you to fight as their personal lapdog and not get involved," he answered, not too happy on either decision. But then he calmly assured him, "Although to be honest, I say to hell with either decision." He hopped in his chair, "This Vilgax is about as much as any megalomaniac: a load of hot air, and deluded to thinking he can win at anything. AND I SAY IF HE WANTS A FIGHT, THEN FAIRY TAIL WILL GIVE HIM ONE THAT'LL HAUNT HIS NIGHTMARES!"

Ben sweat dropped at that his lack of concern as he commented, "No offense but I don't think you realize how dangerous Vilgax really is. I mean we're talking about a guy who blew up entire planets and conquered others. How many mages do you know that could do that?"

Makarov was silent for a moment as no one came to mind. Then again with what he was asking it was no surprise. "No one that I know."

Ben sighed while still looking serious. "Then you need to take him serious. He's not some pushover who wastes time trash talking and fooling around. He's a vicious Warlord who would have no problem killing anyone in the guild if they so much as looked at him the wrong way."

Suddenly Makarovs eyes became narrowed with conviction that startled Ben at how fierce he suddenly looked despite not growing any bigger. "I won't let that happen. I won't allow any of my precious children to be killed by some overgrown squid man who thinks he can just enter our world and take whatever he wants."

Ben now smiled at his determination. "That's good to hear." He said before his lip took a neutral expression. "However I feel that I should be the one who faces Vilgax. No offense to the others but I don't think they've really faced an enemy who wants to just outright kill them."

Makarov looked to Ben for a moment before he spoke. "Is he really that strong?" he asked in wonder.

Ben shook his head. "Strong is an understatement considering how many times I needed help to win before I grew good enough to fight him on my own. He's strong, smart and relentless which is a horrifying combination. Physically he could crumble a mountain with his bare claws, he is fast enough to catch up to anyone not specializing in speed, has a body capable of taking almost any punishment you give him and has highly advanced weapons to aid him. You're basically up against someone who's ready for almost anything and never lets his guard down."

Makarov said nothing for a moment as he just took in what Ben said. His mind flashed back to when Natsu fought Ben and how he lost when Ben turned into an alien that grew stronger from eating fire and couldn't be touched by mere physical brute force. Natsu was one of Fairy Tails best A-Class mages and for Ben to say that this Vilgax could easily beat him made caution enter his mind. Especially from hearing how he had destroyed entire civilizations and killed who knows how many people when their planets were destroyed.

"Hmm I can agree about keeping Natsu and the others away from him but out of curiosity what about Erza and the other S-Class members. Wouldn't they stand a better chance in taking him down?" Makarov questioned.

Ben hummed in thought as he remembered Erza's armor requip skills. "Well with how Erza seems to have an armor for many situations I think she could have a chance against Vilgax but unless I see her skills personally I can't be sure. Not to mention that I haven't seen the other S-Class members yet."

Accepting that assessment Makarov changed the subject as he stated, "Now then…about the others…" he could see the tension in his face, in fear of anyone else knowing who he was or where he really came from. "Eventually you'll have to tell them about your origins sooner or later," Makarov pondered aloud, as he looked to Ben seriously. "But until then, I'll let you decide on when or where that should be. One thing about this guild is that we don't tattle on others. So don't feel that you have to be forced to tell the truth."

"Well…" Ben began a bit unnerved at what he was going to say. "Actually Erza, Natsu, Gray, Lucy and Happy know the truth about me already. Althought they don't actually believe my story about being from another world."

However instead of looking surprised he just smiled. "Oh I already knew that. After all Erza isn't someone who just lets anyone join our guild without first getting to know them better. When I saw she didn't mind you joining after the interview I suspected she knew more about you than she was letting on."

Ben felt relieved, as he bowed his head, "Thank you, Master Makarov…"

BONK!

Ben was conked on the head by Makarov's staff, as he was rubbing a sore spot on his head, as the old man grumbled, "Didn't I tell you to call me Gramps?"

"Sorry…Gramps."

"Now that's more like it. As for Erza and the others I'm sure they'll believe you. Just give it some time and I'm sure they'll come around. Heck I didn't believe it until I saw Vilgax explain it in clear threats." Makarov said simply.

"Hmm thanks I guess." Ben said before turning around.

"Oh wait before you go, I have a question to ask you!" Makarov started, as he got Ben's full attention. He leaned in close and asked, "What was it like being in Erza's body for those sweet 30 minutes?"

Ben nearly face vaulted, as he sighed, "This place really isn't like Plumbers HQ…"

* * *

**Back at the Frontier Lands**

Death was flying his bike back to their base. However what was noticeable was that there was a large bag in the back of his bike. He had gone into town to acquire some food and whatever good materials he could find for Albedo to use. He had used an ID mask to disguise himself so he wouldn't draw any attention to himself since Vilgax said they shouldn't draw any attention to themselves just yet. At least not until he had everything ready for launching an assault against Fiore.

"Well out of the city and back into hell I go." He said to no one as he kept flying back. "I hope Vilgax has some more work for me to do cause I just know I'll go crazy if I have noth…ARGH!" he said in pain all of a sudden as he spiraled out of control and crash landed on the ground with his bag of supplies spilling everywhere.

Death convulsed on the ground momentarily as he looked like he was having a spasm. He clawed at the burning ground with his nails piercing through and leaving marks. After a moment he seemed to recover as he got up a little sluggishly. Once he got up, he growled in anger at knowing what happened to him.

"Damm it, I'm reaching my time limit!" he growled out before he took a deep breath to calm himself. "I thought I had more time but it seems it's come earlier this year." He said before got back to his bike, lifted it back up and then pressed a button. In a second a holographic window display appeared as Vilgax's image was shown.

"What is it D'arke?" The space conqueror questioned his enforcer.

"Vilgax we officially have a problem." D'arke said without any of his usual wit or disturbed playful tone.

"What is it and why are you just standing there when you should be returning back here?" Vilgax questioned.

"I'm reaching that time again." D'arke said which to anyone who knew Vilgax would've been surprised to see him suddenly widen his eyes in surprise before they narrowed.

"Then there's no time to waste. Return here as fast as you can and I'll then leave to fix your… condition. I can't have you going on a rampage like last time." Vilgax said while seeming to sigh at a memory of the past.

"I will." D'arke nodded before he quickly gathered all the supplies and then speed up back to base like if there was no tomorrow.

* * *

**Next Chapter: The Phantom Lord Strikes Back**

* * *

**Vilgax has exposed his existense to the council and alerted them to Ben's existence. Makarov has now fully accepted Ben but what will happen when the rest learn that his story is true. **

**Also o****h uhh Death seems to be going through something troubling considering Vilgax wishes to avoid it. What could it possibly be? (Hehehehehe)**


	6. The Phantom Lord Strikes

******Author's Note: Before you start reading this next cool chapter I'd like to inform you all that the fight scene in chapter 2 where Fairy Tail fights the Drone has been remade and improved even better. So now not only do you get this chapter but a greater fight back in chapter 2. So please read and leave your reviews, with you help I can surpass more than 100 before chapter 7. In fact I'm trying to reach at least 120 before posting chapter 7 so please fellow readers help me make my wish come true. Also don't forget to leave any ideas you may have in your reviews, cause I'm looking for any and credit will be given to anyone's idea I use. NOW ON WITH THE SHOW!**

* * *

**Fairy Tail: Omniverse Invasion**

* * *

**Chapter 6: The Phantom Lord Strikes**

* * *

**Few Days Later…**

**Magnolia**

Ben was driving the Tenn-Speed bike back to Magnolia as he raced down the road. He had completed a job from Hargeon, while luckily making sure nobody knew who he was by not using Diamondhead and Rath, or XLR8. It was a simple delivery job, made easy and now he was heading back with his pay and all. However, as he was traveling down the road, he heard voices coming in close, as he got closer.

"Put together me, Happy, Erza, you and Underpants-Man and there's no job we can't do together!" An energetic voice said.

"Don't call me Underpants-Man." A familiar voice shouted in protest

"Then get help for your Stripping Problem!" A feminine voice argued.

He was close enough to pull over, and joked out, "Hey, fellahs. What's the beef now?"

Team Natsu stopped fighting long enough to see Ben stopping right next to them. He hopped off, as he walked alongside them with his bike. They began their walk back to Magnolia as Ben asked, "I take it your job didn't go so well? Seeing as how Hothead McGee and Stripper-Man are arguing again?"

But both boys shouted, "DON'T CALL ME THAT!" But Natsu cleared his throat, as he pointed out, "And to be honest with you, it was a great job!"

"The client really appreciated it as well, sir," Happy chimed out, flying all around them.

Gray shrugged, back to wearing his pants again, "Well, we finished it up real quick, since it was there."

"Really," Ben asked, as he looked to Natsu, "You really gonna let him outshine you like that."

Lucy sweat dropped, seeing where this was going, "Ben, where are you going with this argument?" he winked to her, with a smirk, as she gulped at this, 'I knew it…'

"Yeah, Ben's right," Natsu snarled at Gray, "And what makes you say that, you jerk?"

"I'm just thinking about how you were nothing but extra baggage for this job," Gray pointed out.

"And yet, you both cause more problems that Erza's left to try and separate you two bickering children ever could," Ben pointed out. "Compared to Erza, you both make big enough headaches with your bickering, than with her strict school head mistress attitude."

"That's right," Erza pointed out not knowing what she fell into.

But then before anyone could go to another subject, all three of them shouted, "HEY!"

Ben snickered at that, as did Lucy, as she pointed out, "Okay, you all fell into that one."

"Big time," Happy flew around.

Natsu roared out at Ben, "WHY DON'T YOU CHANGE INTO RATH AND THEN I'LL TEACH YOU WANT KIND OF EXTRA BAGGAGE I AM!"

Everyone sweat dropped at that, as Gray grumbled aloud, "That made no sense at all."

"And I have to agree with him," Ben sweat dropped. "Seeing as how at times I turn into Rath, nothing I say in that form makes any sense. Plus in the long sense if I wanted to beat you up again, I'd turn into NRG and take you down when you challenged me last."

"BRING IT ON! I'LL TAKE YOU DOWN LIKE THAT TOO!" Natsu roared with anticipation. "Even if that energy tastes too salty or bitter, it's nothing I can't manage to out-stomach!"

The group stopped the pesky squabble and just walked along back to Magnolia together. But during that time, Lucy decided to bring up the subject of Ben's job. Then Lucy finally asked out, "So, Ben… what job did you do?"

"I was doing a delivery of Lacrimas in Hargeon. It was a cinch, since I could go alien, and avoid getting spotted. Got paid 50,000 which should be enough for food and my house payment."

"Boy, I envy you," Lucy groaned. "You get paid at least with your jobs. I get nothing…" She then cried out, "And I'm having such a hard time with the rent as it is already. I NEED MONEY! PLEASE!"

"Hey, Ben," Happy called him out, as he flew over to his side. "You always talk about your place often, but we never get to see inside of it."

Natsu scooted in, as he smirked, "Yeah! House party for Ben! We're gonna party till the sun rises!"

"No way," Ben monotone stated. But then he smirked, "Although a party would be pretty good…"

"OH YEAH!" both Natsu and Happy cheered.

"For 2,000 Jewel per hour, and 5,000 Jewel for every object you guys break."

Team Natsu face-vaulted, as Lucy whined, "I don't believe this: you're gonna make us pay for every hour we stay in that house!?"

"You're gonna make us pay, Period!" Natsu cried out, all teary eyed that they'd be broke if they did.

But Happy pointed out to Ben, "You know, Ben: being charitable is a sign of being a good friend. Monetary gain would just sully it all away."

"Okay first of all: that was pretty deep Happy." Ben stated but then rubbed his fingers together, stating that he was in it for the mullah, "But secondly: I've seen the kind of fun you guys have in the guild and there's no way I'm letting you go wild in my place without charging admission. I figured with any length of stay you guys would take or if you broke anything, so long as Natsu, Gray, and Erza were involved, I'd charge you for it. Just think of it as paying for insurance."

Gray sweat dropped, "Man sure glad Lucy's not that ruthless."

"I HEARD THAT," Lucy screamed out. She also pointed out, "And why the hell wasn't I mentioned in the team? I'm a part of it too, you know!"

Then Erza smiled to Ben rather gently as she stated, "You know Ben, if you'd like you could join up with us."

Ben sweat dropped at that proposal and waved it off, "Ah, sorry guys. But I'd like to live long enough and get killed by the enemy rather than by you guys." He then smirked, "Besides, I figured I could try to build my own team someday. I mean, I'm pretty good at giving orders. Used to lead my own team back when I was fifteen; Alien Force. Yep. That's what I called it back then."

"You sure that's a good idea," Gray asked.

Ben looked confused on that, as he asked, "What do you mean?"

Gray simply shrugged, as he stated the obvious, "I mean, come on. You've seen the Guild members already. Do you honestly expect to build a team with those guys?"

He thought about it for a moment, and grimaced on the idea, as he sweat dropped, "You have a point there." But then thought to himself, "_Although they aren't as bad as you guys in the destruction department."_

* * *

**Later On**

**Magnolia**

The gang had made it quite well back into Magnolia. The only real downside was all the fighting Natsu and Gray were doing verbally, but stopped as soon as Erza sneered at the two. They wouldn't fight again for another thirty minutes. They were about to start another fight, much to Ben guessing on when it would happen. But on their way, a lot of the townspeople of Magnolia were looking at them empathetically, almost like they were feeling sorry for them. However, Ben heard one of them whispering about something, saying that they had just gotten into town, and probably didn't hear the news.

Ben blinked at that, as he looked to the others, "What the heck are they gossiping about us for?"

Natsu shrugged, "Beats me." However, Natsu got infuriated, as he roared out to all to hear, "WHAT'S EVERYONE GAWKING AT!? BEAT IT! SCRAM! HAAAAAAAAAAAAAAAAAAAAAAA!"

Ben sweat dropped, "Okay, that's taking it overboard."

"What is he? A person or an animal," Lucy sweat dropped at the scene. But then she suddenly bumped into Erza's back. Stumbling a bit, Lucy stopped just as she and Ben looked to the others as she asked, "Hey, why'd you stop?"

Ben tapped her on the shoulder to get her attention, as she now turned to see what he saw along with the others. She went wide eyed as she and everyone else saw that the Guild had been nearly torn apart. The roofs had been smashed, the walls barely holding together, and giant metal rods were found surging out of the center of it all. All in all, the Guild had seen better days than this.

Ben sweat dropped at the sight as he joked, although still shocked to see the Guild as it was, "Whoa. I know you guys start out a lot of fights that wreck the inside, but this one takes the cake. Either that or one of the members decided to try and give the place a new look by giving it piercings."

"Sorry but it was none of the above." Makarov spoke up, suddenly popping in front of everyone, along with a much relieved Mirajane.

Mirajane smiled at them all, trying to hide her worried nature, "I'm just so glad that you're all alright."

"Uh yeah," Lucy shrugged, but then pointed to the Guild "But what happened here?"

"It was Phantom Lord." Mirajane answered, looking rather shook up just by saying the name.

Ben blinked as he asked, "Phantom Lord? Who's that?"

"You mean Phantom did this!?" Natsu turned around, looking pretty angry.

Getting fed up with all the mystery, Ben shouted, "Hello!? New guild member; doesn't have a clue! WHO'S PHANTOM LORD!?"

"It's not a who, it's more of a what." Makarov calmly explained. "They're a Guild much like Fairy Tail. And you might say… that Phantom Lord is the second most powerful guild in all of Fiore."

Ben blinked, "They're the second strongest? So why did they even do this to the Guild?"

Makarov sweat dropped at that, as he scratched his chin, "I think it has something to do with me and Jose, the Guild Master of Phantom Lord…"

* * *

**Cellar Basement**

The Cellar Basement was a downstairs storage facility for the Fairy Tail Guild's supply. But it was mostly where they kept the extra kegs of booze and it was strictly off limits to Cana. But at the moment, what Cana was doing right now was brooding and was far too pissed off to get drunk on the spot. Even Team Shadow Gear was present, as well as the other Mages who heard about what had happened. However, a makeshift bar was in place, allowing Mirajane to work and Master Makarov to sit and ponder on how best to explain the situation to young Ben. Who at the moment, was sitting on a stool and awaiting Makarov's explanation.

"So let me see if I can get all these facts straight." Ben said, as he recounted all of what Makarov had explained to him earlier ago, "The Guild Master of Phantom Lord, Jose, is one of the Ten Wizard Saints? You two knew each other way back then and for some odd reason he's determined to bring Fairy Tail down just to make himself number one? And the only way he can do that is to vandalize and harass Fairy Tail, like he did right now?"

"Actually, the attack happened last night." Mirajane confessed, feeling rather down at the moment. "It was a New Moon, so there wasn't much light out to see who it was. And it happened so fast as well."

"We've always been on bad terms with Phantom." Jet added.

"Maybe we should go crush them." Droy shot back, smacking his fist into his palm.

"I said to stop that." Levy said to them, making them stop, as she explained, "We're up against Phantom... _That_ Phantom..."

Ben scoffed at that, "Oh, come on. They can't be that good." But then he noticed all the worried looks on some of the members' faces as he gulped, "Are they?"

Mirajane nodded, as she pulled out the latest release of Wizard Weekly, "According to an article on this latest issue, Master Jose of Phantom Lord, is said to be on par with Master Makarov. And if that's not any worse, the Element 4 are also something to worry about. They're supposed to be the most powerful S-Class Mages in that guild ever. And it gets even worse."

"It gets even worse?" Ben asked, sounding rather worried about what else was to come. "There's something worse than the Guild Master and an elite team of S-Class Wizards?"

"Is Phantom really all that amazing," Lucy questioned too, sounding worried as well.

But Natsu huffed, as he grumbled, "Those guys ain't nothing."

"No..." Erza pointed out, sounding more serious than usual. "If it came to blows, mutual destruction is ensured. Our offensive powers are about equal. Master Makarov is said to be on par with Master Jose, also one of the ten wizard saints. Then there are the Element 4, their S-class level wizards. Our biggest worry is "Iron" Gajeel. He's the one I believe is responsible for the attack on the guild. The Iron Dragon Slayer."

Ben paled at that, as he asked, "So… that's worse than the 4 and the Guild Master?"

Makarov simply shrugged, as he whimpered, "Mmhmm."

"Dragon Slayer? There are ones other than Natsu," Lucy questioned, sounding equally surprised as Ben was. "So does that mean he like...eats iron and stuff?"

Ben grimaced, "Man, if he wasn't, his teeth would look like a freaking shark's mouth." But then noticed something of interest in the magazine. He pulled it away, as he looked on the page and was equally amazed by what he was reading aloud, "The latest and most mysterious member of Fairy Tail other than Mystogan, is the rookie named Ben Tennyson. Who also seems to call himself Ben 10 for strange reasons." On the page, he also took notice of some photos of his various alien forms, which he nodded "At least they got all my good sides."

Ben looked at his article in the Magazine, and read the title out loud, "Ben Tennyson: the Legion of Fairy Tail?" Mirajane nodded, but he asked, "Where'd they come up with that?"

Mirajane blinked at that, as she cheerfully remarked, "Well, if a wizard gains a reputation, they're sort of given a symbolic nickname."

"Oh, you mean like Billy the Kid?" Ben asked.

Mirajane blinked before she nodded slowly, "Yeah… even though I don't know who that is… we all have one that are known for. Natsu's known as Salamander. Erza's called Titania Erza; Titania meaning the Queen of the Fair-Folk." She then pointed to her fuming brother, "My brother, being called Beast Arm Elfman." And then she pointed to herself, "And before I retired as a field Mage, I was once called; The Demon."

Ben blinked at that last one, as he asked, "Why would they call you The Demon? No offense but your nothing like one since your nice, friendly, beautiful and quite frankly seem to be the least weird or insane member in this whole guild besides Lucy?"

Mirajane blushed at Ben's comment as she giggled while holding her cheek in a cute manner, "Oh, Ben… you know just how to make a girl feel special."

Suddenly, Elfman ran into his face, as he roared out, extremely pissed off, "IF YOU THINK YOU'RE MAN ENOUGH TO TRY AND DATE MY SISTER, THEN YOU'VE GOT ANOTHER THING COMING TENNYSON!"

Ben gulped, "Uh… okay…"

"Forget it Elfman…" Cana suddenly popped up, as she suddenly looped her arm around Ben's free right arm… and breast-squeezed it, causing Ben to blush out like crazy. "Besides… he's man enough for me."

Ben managed to pull away, even as Cana pouted, as he said, "Hold that thought."

"Well, in any case, we need to reconstruct the Guild," Makarov groaned and whined out. "And knowing the Council, they'll be interrogating non-stop like crazy!"

"I could fix it." Ben simply said, gaining a lot of stares from everyone. Finally they all laughed aloud, as Ben sweat dropped, "I uh, wasn't joking."

* * *

**Outside**

Everyone was present and watching Ben, as he turned on the Omnitrix and went through the selection. He smirked as he found the right one, "Alright. This is a job for…" and gently pressed down on the dial, as he disappeared in a green flash, in his place stood the form of his choosing.

He was now a robot-like alien with a larger body; his skin was made of copper or a brass-like metal with black stripes and a transparent piece of green hexagonal glass, revealing gears inside of him. He had a translucent window on their body which displayed his innards, which appeared to be various gears. He had a round, short head with a semi-triangular appendage on top. On his back, he had a black stripe that splits in two stripes with a keyhole between them. And on the glass piece on his chest, the Omnitrix symbol was in the center.

"Clockwork!" he called out and shot his fists in the air. "Wundeva!"

* * *

**Omnitrix Encyclopedia**

**Chronosapien A.K.A Clockwork **

_Clockwork is a Chronosapien from an unknown world; possible one that exists between the boundary of time and space itself. Chronosapiens are a species of mechanical lifeforms. They're robotic, metallic and appear to be more machine-like than biological._

_Clockwork possesses chronokinesis (controlling time), which is a type of kinetic manipulation and reality manipulation ability. He also possesses chronoportation (time travel) and chronopathy (powers linked to the timeline). Like all Chronosapiens, Clockwork can travel through time. Clockwork can fire green time rays from his hands which can send people back in time or to age an object/person to dust. Clockwork can fire more powerful, lighter green time rays from his chest. _

_By rotating the winch on his head, Clockwork has the ability to create a projection of what happened in the past. He can also slow down time around himself so he can seem to move very fast._

_Chronosapiens appear to be fragile and easily able to be damaged. A Chronosapien's metallic body can be broken by sufficient force, and they can fall into a powered-down state in which the light in their torso as well as on their face goes off and they cease moving. Chronosapiens are slow runners and tire quickly._

* * *

"Quite point in frank Fraulein," Clockwork spoke to her, using a German accent. "I can do stuff like zis."

He put his hands out and then the gear key on top of his head began to turn counter clockwise before he fired a wave of green energy looking sound waves. Once that happened, the entire Guild house was bathed in a green energy of sorts. Once that happened, it appeared that the entire Guild was being repaired all by itself. Or rather, it was like time was rewinding for the entire guild hall. The iron pillars on the guild shined before vanishing. After that all the holes on the roofs and wrecked parts on the guild began to be restored to their former glory. Once it reached to the point where nothing happened at all, the green energy died down as Clockwork was done.

He hefted at the work, and groaned, "Whoof, Zat was so much verk zan I zought it wuud be." Clockwork said before he turned back into Ben in a green flash who turned to the guild members who all had dumbstruck faces.

"So what'd you think? Is everything back to how it was before it was trashed?" Ben asked with a grin.

Instantly all the guild members surrounded Ben cheering for him and thanking him for their restored guild. Most of them were patting him on the back, saying thank you and one of them even ruffled his hair much to his protest.

"Your awesome Ben!" Lucy said happily at seeing their cherished guild back to how it should be.

"You did a real good job fixing the place up." Gray said with his arms crossed in impression.

"YEAH NOW WE'RE BACK IN BUSINESS!" Natsu shouted out in excitement.

"Aye Sir" Happy simply said.

"Guys I appreciate the gratitude but you're suffocating me and I could use a little space." Ben said a little wheezy since they were all pressing against him roughly all trying to thank him.

Hearing his request they all separated a bit to give him breathing room which Ben instantly used to catch a breath.

"Sorry about that Ben, we're just glad our guilds back to normal thanks to you." Lucy apologized since she was one of the people suffocating him.

Ben just waved it off. "Oh come on it was no problem; I just wanted to lift the bad atmosphere everyone was feeling."

Erza gazed at the fully repaired building as the rest of the Guild flooded in with raised spirits, thanking Ben on their way in.

"Good work, Ben." Erza complimented. "That was very kind of you."

She then grabbed Ben's head and lightly slammed it into her armored chest. It was her way of showing gratitude or apologizing to her friends, in this case both. When she let go, Ben stood up a bit, with his face flushed. He was just thankful her armor stopped him from feeling her breasts. Even though he hadn't seen her without her armor he just knew that Erza had to have her own set of large breasts like practically every girl in this world. The view he got from her battle armor against the drone which exposed a large portion of them was a clear indication of it.

"Uh…no biggie," Ben grinned as he winked, "Don't forget: it's part of my hero code. My motto."

"No kidding!" Wakaba shouted. "This kid's a miracle worker with his Magic."

"Still we're glad to see our guild restored. Now we can move out of the basement and back to the main floor." Mirajane smiled sweetly which made Ben feel a little flustered. Man her smile really light up the place and the fact he bought a subscription to Sorcerer Weekly where all of Mirajane's modeling photos in swimsuits were shown didn't exactly help him to keep cool.

"Ahhh you keep impressing me more and more." Cana said as she was suddenly hugging Ben from behind with her arms around his neck as he felt her large breasts pressed against his back which made his face redden at how they felt. He was glad he had his jacket on to help lessen the feeling but boy did he still feel them. "If you keep this up I'll really try and get your attention more."

Nervously he untangled himself from Cana's hold. "Uhh…thanks Cana but…I'm just not looking for a relationship now." He said nervously as despite what he said he did find Cana to be sexy and very good looking. Heck she could win beauty pageants back in his world without even dressing for the parts. But he knew that he couldn't grow too attached to anyone because he didn't really belong in this world.

_"Smart move." _Everyone thought.

Cana pouted before getting a smile again. "Hmm well maybe not now but I'm sure you will in time and when you do give me call. I'd like to be first in line." She said teasingly before winking and heading inside the restored guild.

"Boy you are one lucky guy Ben. I can't remember the last time Cana took an interest in a guy." Macao said with a sheepish grin. While he may find Mirajane to be the best looking girl in the guild that didn't mean he didn't the others like Lucy and Cana to be beauties as well who he'd wish he could date.

"He definitely has a better chance than you Macao. Wakaba said smugly at how a boy less than halve his age already has better luck with the girls than he did when he first joined the guild. Less than a month in the guild and he already has Cana on her sights.

"What's that supposed to mean!?" Macao said angrily.

Wabaka butted heads with Macao. "You heard what I said. He's better than you in getting girls than you ever were.

"I'm better than you and I got a great son to prove it!" Macao shot back in his face as they started an argument.

"Okay I'm officially getting out of here." Ben said suddenly and turned away.

"Why are you leaving?" Erza asked seeing him leave.

"Cause they're about to start fighting and that's usually the sign of another all around rumble about to start. In which case I'm getting out of here before it starts cause I'm not going to keep playing peacemaker." Ben said while getting more distance.

"Are you going home?" Erza asked while catching up with him to talk a little more.

"Not right away, I got some stuff to do in town first but after that I'm going straight home. After the job I finished I feel like I really need a shower." Ben said before continuing to walk on as Erza stopped following him.

* * *

**Later that day at Ben's Home**

Ben had come back to his home, and was calling it quits for a well worked afternoon. However, things were lingering in the back of his mind. Like why they hadn't come up with a counterstrike against Phantom Lord. But then he remembered that Mirajane said it would bring about the Council's attention, and that it was forbidden for any Guild to attack one another. But considering this, he'd figure that it would be better that he get out of there faster. And considering now was the best time, he decided to try it.

He switched on his Omnitrix, and scanned through, until he found was he was looking for. He sighed deeply, as he groaned, "Man, I really wish there was a better way to do this. But right now, this is the only best chance I got." He found the form and lightly tapped the lens, signaling the transformation. And in a flash, there stood his new form.

He was now a humanoid alien, physically muscular and appeared to have the body of a male in his mid-twenties. His body was all black, excluding his hands, which were white. He had tiny white star-like spots all over his body. His eyes were green with no pupils, and on his head were three small horns. His chin was bigger as well, and on his chest was the Omnitrix symbol. This was Alien X, Ben's most powerful alien hero…but at a price.

"Alien X!" The voice of Alien X spoke which strangely sounded like 3 people. One adult male, one adult female and the third being Ben himself.

* * *

**Omnitrix Enciclopedia**

**Celestialsapien A.K.A Alien X**

_Alien X is a Celestialsapien from the Forge of Creation. He is arguably Ben's most powerful Alien form ever. Celestialsapiens prefer their shrouded existence at the Forge of Creation, as opposed to being involved with the "petty going-ons" of the rest of existence. _

_Celestialsapiens possess two personalities, such as a Voice of Love and Compassion and a Voice of Rage and Aggression. Both of a Celestialsapien's personalities have to agree with each other for the Celestialsapien to perform any sort of action. However, due to their contrasting personalities, this hardly ever happens. When the Celestialsapien speaks, both voices speak in unison and, depending on what the voices agree on, they say "Seconded!", or "Motion carried!" if they agree; they say "Motion denied!" if they disagree. In Alien X's case, two out of three or all three of his personalities have to agree for Alien X to do something otherwise Alien X will remain motionless. _

_Alien X is omnipotent, being able to warp reality, time, and space to any level he wishes. Alien X's reality warping is so powerful, that even his mere thoughts can become real. Alien X can create time waves to reverse anything. Alien X can create an entire universe at will, albeit a minor change. _

_In order for Alien X to perform any action, including simple movement and transforming back, at least two of his personalities must agree to do so. This has proven to be a major weakness, as Serena and Bellicus weren't interested in dealing with present affairs and wanted to finish past ones that weren't possible to deal with without Ben. The said weakness was referenced by Paradox, where he revealed that there is an alternate timeline where Albedo transformed into Negative Alien X and was stuck motionless for nearly a year. Alien X is vulnerable to having his powers absorbed, as Ben and Azmuth have implied that Darkstar and Osmosians can absorb his omnipotent powers however it was later revealed that absorbing their power also causes them to acquire their 2 personalities which give them the same problem in using them like Ben. Only newborn Celestialsapiens don't have their personalities developed which would make them perfect to absorb so that they can use them how they please without having to get motions granted._

_It is rumored in legend that Celestialsapiens were actually the creators of the universe and that they've existed since before it was formed, leading many to wonder how the very first celestialsapien came into existence._

* * *

**5 minutes earlier back in the outside world in an area away from Ben's house**

* * *

Erza, Lucy, Gray, Natsu and Happy were making their way up to Ben's house, with Natsu and Happy zipping back and forth from trees, to bushes, to rocks and anything big enough to hide them while they closed in. The two silently called out, "Ninja."

Gray blinked, as he stated, "You two are idiots, you know that right?"

"YOU'RE ONE TO TALK, STRIPPER BOY!" Natsu roared out in anger.

"Aye Sir, Natsu remember the way of the Ninja." Happy shot up getting his attention.

"Oh right," Natsu nodded, as he got into stance and chanted, "Ninja."

Happy did the same, as he made the same stance, and nodded, "Ninja."

"Well, you guys go on and play your silly Ninja stuff," Lucy sweat dropped but then asked aloud. "Remind me again why we're bothering Ben?"

"We need to stick together during this time right now." Erza stated, as they walked towards his home. "And Ben's place seems like the biggest to hold up in."

"I don't know, I think it'd be kind of rude if we just popped up uninvited," Lucy stated but then grumbled, as she glared at everyone, "Like a certain bunch of people I know of."

"True, but his place, I've heard from Mirajane is much bigger than where you live," Erza stated.

"Plus we've never been to his place before and I'm curious myself. Aren't you?" Gray asked Lucy who just fumbled her words incoherently. It was true that she was curious to see where Ben lived especially when she heard he got his own private residence.

"Yeah I admit I am but don't you remember how he said he'd charge us for staying in his home by the hour and how we'd have to pay extra for anything we break?" Lucy reminded them.

Suddenly the others all stopped at remembering that as they thought about it. Natsu however was the first to respond.

"Ahh I bet he was just kidding around about that." Natsu waved it off.

_"I don't think he was."_ The others all thought before resuming their walk to his home.

"So what kind of place is it?" Lucy asked wondering if any of them knew anything about their newest members residence.

Gray and Erza thought about it for a moment.

"Not really, we just know that Ben somehow managed to acquire a private house after he kicked Natsu's ass." Gray answered which Natsu overheard.

"HEY I COULD'VE TAKEN HIM!" Natsu shouted which instantly got Gray to headbutt him as they were now glaring at eachother.

"YEAH RIGHT, HE WHOOPED YOUR SORRY ASS REAL GOOD, AND YOU KNOW IT!" Gray proclaimed angrily to him.

"I BEAT TWO OF HIS FORMS AND I'D LIKE TO SEE YOU DO BETTER!" Natsu shouted back in rage while trying to use his head to push Gray's back.

"YOU DIDN'T BEAT THEM YOU IDIOT! HE CHANGED OUT OF THEM CAUSE HE SAW HE WAS GETTING NOWHERE WITH THEM! ALSO I BET I COULD DO BETTER THAN YOU AGAINST HIM!" Gray challenged.

"HA! JUST TRY IT!" Natsu challenged back.

"I wouldn't do that if I were you Gray." Erza suddenly spoke up getting their attention as they broke off their staring/head wrestling contest.

"Why's that?" Gray questioned.

"Cause you'd lose like Natsu did." Erza said bluntly as if it was a fact.

Gray, Lucy and Natsu all got raised eyebrows from hearing that. Erza hardly ever just said they couldn't beat someone.

"You don't know that for sure." Gray said a little angry at her just dismissing any chance he'd have at beating Ben without even seeing him try.

"I'm pretty sure about it after seeing how he beat Natsu." Erza continued to say. "He fought Natsu to learn all about his magic and physical abilities and then when the time was right he used a form that was the perfect counter to all of Natsu's skills. How do you expect to beat someone that seems to have a form for dealing with any opponent he's confronted with?"

Despite hearing her logical sense Gray wasn't deterred. "My powers are ice not fire and I'm definitely smarter than Natsu. I'm sure I could do better than him against Ben." He said believing he had a better chance.

Erza looked back at him for a moment before facing forward again. "Maybe or maybe not. However I don't know how much better you might do than Natsu but I do know it's unlikely you could beat Ben." She restated.

Gray just shot his hands into his pockets. "Hmp well I'm definitely going to challenge him one day to show you." He said as he saw that they were in the clearing of the forest and that Ben's house should just be over there.

They all walked out of the trees to see Ben's house and when they did they all stopped and started at it in awe from the distance behind the front gate.

"THAT'S HIS HOUSE!?" Lucy said while pointing to the two stories but luxurious looking place.

"How the hell did he afford that place without even taking a job first?" Gray questioned since the place was better than his own house.

"I'd certainly like to know myself." Erza said while admiring the house from afar. It wasn't big like a mansion but it certainly looked like it could be sold as a small one. It had a charming quality to it, like the kind of place you could raise a family in.

"Let's get in right away. I'm dying to see the inside." Natsu said before he ran to the front gate with the others following. They all stopped at the front gate when they saw something. On the side of the gate on the wall there was some kind of panel with buttons.

"What the heck is this thing?" Natsu said looking at the device in curiosity.

"I don't I've never seen it before." Lucy said perplexed as she looked the panel over.

"Who cares, aren't we here to see Ben?" Gray reminded everyone.

"Yeah so let's just get in already." Natsu said before he inhaled a large breath.

"Natsu what're you doing!?" Erza said in worry that he was about to his his dragon roar to blast the gate door open.

"HEY BEN ARE YOU IN THERE!" Natsu shouted out as Lucy and Gray covered their ears while Erza merely cringed from the loudness before she decked Natsu over the head where he now produced a large bump on his head.

"You idiot don't just shout like that all of a sudden!" Erza reprimanded the downed dragon slayer .

"I'm sorry." Natsu said apologetically while he was still face flat on the ground.

"Well if he didn't hear that then maybe he's not home yet." Gray commented since he found it impossible that Ben couldn't have heard that loud greeting.

"Then I guess he's still in town." Lucy asked while being only a little worried about how late it is for him to still be out.

"Then let's get inside!" Natsu proclaimed as he got up to the gate then forced it open using his strength.

"I don't like this, it feels like we're trespassing." Lucy said nervously and with some uncertainty. She was a well mannered girl who despite having a small amount of mischief in her was someone who respected people's privacy and property which is why she was one of the only people in Fairy Tail who didn't break anything… at least not on purpose.

"Ahh come on Lucy, we'll be able to surprise Ben once we're inside." Natsu insisted.

However once Natsu and Happy waltzed in on Ben's front yard an alarm suddenly echoed across the whole place as the light bulbs on Ben's front door flashed red and were spinning like a double lighted red light house.

**"INTRUDER ALERT, INTRUDER ALERT, INTRUDER ALERT!" **A computerized voiced cried out.

"Huh? He has an alarm!?" Happy panicked.

"I think we should leave immediatetly, he obviously doesn't like people trespassing." Lucy said urgently and a little fearfully since she was getting a bad feeling they were going to get in trouble when Ben got back.

"Ahh forget about that, we'll just turn it off when we get inside." Natsu said dismissively while moving forward.

Erza however sensed something. It was part of her natural instincts that told her when something was wrong or there was danger around the corner. "NATSU WAIT!" she shouted but it was already too late as Natsu stepped on the grass.

Suddenly the ground shook a bit before multiple patches off grass sunk to the ground and many opening gates like the kind used for launching missiles opened up and many magic riffles hooked onto metal claws came out and were now pointed at them. The strange thing was that they looked different, more metallic, bigger and the fact each metal claw had four gun barrels instead of one.

The Dunce Duo gulped, as they mouthed aloud, "Uh-oh."

Then all hell broke loose when all claws spun like gatlings and then a rain of laser fire rained down on them.

* * *

**Inside Alien X's Mind**

Ben was now present within Alien X, as outside it stood straight as a board. In Alien X's head, Ben was present there. His body was encased in a black jumpsuit, similar to what Alien X's body was, with a green trim around the neck and left shoulder, with the Omnitrix button present on the left chestplate. This was a new measure Azmuth had made in case the arguments with the two other personalities became… undecided. It would allow him to undo the transformation with just a touch of the chestplate even if Bellicus and Serena didn't come to an agreement about letting Ben leave.

He was now in a place that looked like a section of outer space but there were no planets or signature stars in sight. It was like an uncharted course in space that was devoid of any life or creation.

The two that were presently with him, were in the form of two green faces. One was a frowning angered male face, named Bellicus, the Voice of Anger and Aggression. The second one was a female mask that smiled; she was Serena, the Voice of Love and Compassion. And with Ben, he was known as the Voice of Reason. Although it wasn't what he classified himself, it was what the other two personalities called him since his first visit.

**"Oh look Bellicus, Ben has returned to us, motion to greet our dear guest and hear him out?" **Serena asked in her loving voice that matched her personality.

Bellicus however just turned away.** "Hmp motion denied. Everytime he comes here he just wants to use Alien X's powers for one reason or another."**

Ben flinched a little at Bellicus jab at him since it was pretty true. He only ever become Alien X when he needed to use its powers to save the world. He never really turned into him just to talk with Serena and Bellicus. Although there was that one time last year when he did turn into Alien X just to talk about stuff but that was a different matter which didn't end that well when he wanted to leave.

**"Come now Bellicus, surely you know we've been deliberating about what to do since our existence. Surely you don't blame Ben for our lack of simple conversation?" **Serena asked the representation of anger.

Bellicus turned to face her and simply stared for a moment before sighing.** "Fine motion granted." **He said which got Serena's smile to widen before turning to Ben.

**"Hello Ben, it's so nice to see you again. We haven't seen you in a while." **Serena greeted.

Ben nodded and smiled to Serena and decided to try and break the ice. "A while you say. Doesn't it seem like only a few moments for two beings that have lived since who knows how long? I mean doesn't time seem to move slowly for you two?"

Serena nodded at the question.** "Well that's true, although that doesn't change the fact that the amount of time that's passed is the same as on the outside."**

"Oh well that's interesting I suppose." Ben said while trying to keep the flow going.

Bellicus however was growing tired of the simple talk.** "Cut to the chase Ben, what brings you here?"**

Ben frowned at seeing his attempt at making friendly conversation now gone. "We'll I'm not sure if you both know this but I've ended up in…"

**"In another dimensional universe, yes we know." **Bellicus interrupted.

**"This is quite an interesting and beautiful world. It's so full of life and clean nature unlike your Earth's version full of disruption and pollution," **Serena commented.

"Umm…yeah well anyway as you may know my archenemy Vilgax, evil twin Albedo and this new guy called Death have also…"

**"Ended up in this world along with you, yes we're aware of that," **Serena interrupted this time.

"Okay well I would like to request a motion to use Alien X's powers to return to our dimension and take Vilgax, his guys and all the tech from our world back with us as well." Ben requested.

Bellicus turned to Serena.** "Is there a second?" **he asked Serena who didn't say anything.** "Motion defeated."**

Ben groaned. "Come on you guys, I'm trapped in a world I don't know with none of my friends or family here. I need to get back to my home, to my friends and family."

**"We already defeated the motion." **Bellicus said annoyingly at Ben's continued argument over the motion.

"Then how about we reverse time and make it so that the portal didn't suck in Vilgax's ship along with me and them?"

Bellicus and Serena looked at eachother to see if the other would agree but they neither spoke up.** "No." **both shouted.

Ben now looked annoyed. "Then how am I supposed to get back home!?" he spoke a little louder.

**"Figure it out for yourself." **Bellicus stated.** "Besides using our powers as a one way ride back to your world is an insignificant task and not worth our time."**

"Not worth your time!? I may never see my world, friends or family again and you call that insignificant!?" Ben questioned in growing anger.

**"Well surely you can find a way to go back home yourself dear Ben?" **Serena said with some sadnesss in her voice at denying his motions.** "Besides this world is so much different and better than the other one that we want to see more of it. There's so many creatures and plant life that we've never seen before."**

Now Ben had a raised eyebrow. "How's that possible, I thought you guys knew just about everything about all worlds?"

**"We know almost everything but not about all dimensions." **Bellicus began to explain.** "This world is clearly one that a different celestialsapien created seeing as how it hasn't had contact with any alien life."**

"Then does that mean aliens don't exist in this dimension?" Ben asked in wonder.

**"That's something we're uncertain about. Although this dimension is clearly a private creation the celestialsapien made for itself that doesn't mean aliens couldn't have stumbled into this world like you. However we do know that there are no celestialsapiens in this dimension since there isn't even a Forge of Creation in this world although honestly that's not surprising since there's only one in all of the different timelines connected to our original dimension," **Bellicus finished.

"So then I guess I'm on my own huh?" Ben said dejectedly at seeing they weren't going to help.

Serena had a sad look now.** "I'm sorry Ben but rules are rules, if we can't agree then we can't act." **However her sad smile then turned upside down into a happy one. **"But don't let it worry you, I'm sure you'll be able to find your own way back or eventually your friends will find you."**

Ben looked up in uncertainty. "How would you know that? Did you see into the future or something?" he asked a little hopeful on the last comment.

**"No I haven't nor could I without a motion for it. But I do know that you have personally managed to overcome everything you faced so surely you can have hope that you'll be able to get back eventually. So until then we will be enjoying the view of this new world through your eyes."** Serena said cheerfully now.

**"I motion to resume our deliberation on my motion for stopping the extinction of the dinosaurs," **Bellicus asked.

"And that's my cue to leave." Ben said before slamming his chestplate as he vanished in a flash of green light.

* * *

**Back in the real world inside Ben's home.**

Ben reverted back to his old self, and sighed heavily, "Why did I ever think those two could help me?" he walked to the couch, and lay there, as he looked up at the ceiling, groaning, "Great. Now how am I gonna get out of here?" he shifted to the side, as he faced the back of the couch, as he groaned, "Well, it better be fast, because I might want to stay if I find something that'll make me stay here."

WHOOOP! WHOOOP! WHOOOP! WHOOOP! WHOOOP!

Ben whipped around, as he heard the alarms blazing like crazy "The alarms? Someone set off the traps!" he said before he ran outside to deal with whoever dared trespass on his home.

* * *

**Outside**

Once Ben was outside, he sweat dropped as he saw the scene in front of him. There in his front yard was Team Natsu who were all trapped in the defenses his security system deployed. Natsu was stuck in the bottom of a pit, rendered completely unconscious from the knock out gas tanks he had developed and extracted from Gutrot and installed inside the pit. Gray was currently trapped in a heated laser net like a captured animal as he struggled to try and get out or even freeze the net and shatter it… which didn't have much effect considering that the net was made from heated laser energy which can't be frozen over, unsurprisingly he was also only wearing his boxers again. Poor Happy was stuck in a cage as he was flying around inside crying to be let out of the cage and making comments on how he was not a bird to be caged. Lucy was tied to a tree from ropes that were shot out of a bola launcher that had popped out of the ground and was crying anime tears.

Ben sweat dropped at this but then looked around as he spotted Erza behind the wall as he called out, "Erza?"

To his surprise Erza slowly peaked around the wall as if she was afraid and then softly asked. "Is it safe to come out now?" she questioned while looking around to see the others.

Unable to reply at the moment, Ben simply nodded as the Titania of Fairy Tail came out of her cover zone.

"Originally, I had come along with the others to pay you a surprise visit but" she explained while looking at the areas where her team was assaulted by his homes defenses. "However I stopped as I sensed incoming danger among the yard. The others…well…as you can see…"

"Yeah, I noticed," Ben replied with his arms crossed as he clearly showed he wasn't happy about them trying to sneak into his place unannounced as he walked to his front gate. He pushed a button on the panel and spoke to it, "Ben Tennyson 0010…"

All of a sudden even more riffles and even what looked like missile launchers came popping out all over the place, as the red laser dots targeted all the trapped individuals and the exposed Erza. "... _and_ guests." he finished, as the security systems all deactivated, setting everyone free. Natsu was flung out of his pit as he landed painfully on the ground which woke him up instantly, the net Gray was trapped in shutdown as he was freed, Happy's cage opened before vanishing underground and Lucy's restraints loosened allowing her to free herself.

As they all groaned and got up Ben asked, "You guys wanna come in?"

* * *

**Inside**

Things were going as hectic as Ben would have suspected now that Natsu and the others were inside his house. So far, Natsu had raided the fridge, and Happy was flying around crying that there wasn't any Smelt Petunia Smoothies, despite that Ben was trying to perfect the Smoothie process in this realm. Gray was lying on the couch naked again as usual while sleeping soundly, Erza went to look around the place and Lucy seemed to be the only one to be politely enjoying Ben's place and being well-mannered at that as well.

However, he was regretting letting them in, as he tried to make them stop, "YOU GUYS KEEP THIS UP AND I'LL MAKE SURE TO DEBT YOU ALL UNTIL YOU'RE OLD AND GREY HAIRED!"

But just at that moment, Erza popped up as Ben smiled at seeing her, hopefully to ask for order around the place. But then he paled, as she saw her holding a pair of black spandex underwear, as she blushed, "Whoa. You actually wear this?"

Finally, Ben shouted out, going crazy, "OKAY, WHY THE HECK ARE YOU HERE!? SHOULDN'T YOU USUALLY BE AT LUCY'S, DRIVING HER NUTS!?"

"Since the Guild has been attacked," Erza answered calmly, tossing the underwear aside, as if it was nothing, "We can assume that there are still Phantom Lord members in town."

"They probably figured out where everyone in Fairy Tail lives by now," Gray added.

Lucy flinched. "Where we live?!" she screeched.

"Mira said it would be safer if we held up together," Gray clarified. "You know… strength in numbers."

"No offense but based on how you guys got your asses thrown by my security system I'm pretty sure I'm fine on own." Ben retorted as the others flinched at remembering the horror they faced outside.

"Why do you even have that monstrous system and how did you even build it?" Lucy questioned while secretly wondering if Ben could make one for her so that she could finally restore the sanctity of her room and get the privacy she never had.

"I've been buying some magic guns and then tweaking them to improve their fire power. I also bought some metal to construct the traps you saw outside. I figured I should be prepared for anything…" Ben said while the other nodded in understanding. "that and to also keep you guys out since after seeing what you do in the guild and hearing about how you invade Lucy's place I knew I had to make my place Fairy Tail proof." He finished saying which enlisted a loud "HEY!" from the others.

"So why did you guys come to my place besides to try and pay me a surprise visit, which you failed?" Ben asked with his superior smirk on his face that was usually the one that excelled confidence.

"Well after the attack on our guild Master Makarov noticed that someone broke into the cabinet files and appeared to read the files on all of us." Erza said which got their surprise.

"They took files on all of us!?" Ben asked since that sounded troubling. If there's one thing wrong than a strong enemy it was an enemy who is well informed.

Erza nodded. "Unfortunately yes, we believe they may have learned the residential locations of most of us. That's why we're staying together in groups so that we can have eachothers backs."

But then he blinked, "But why my place?"

Erza smirked, "Seeing as how you're the newest member, and that you live outside of town. I doubt Phantom Lord knows anything about you Ben, since you haven't been in the guild for that long."

"That's why everyone in Team Natsu is having a slumber party tonight," Happy exclaimed.

"That and Lucy's a very attractive girl, Ben." Erza explained. "I wasn't entirely comfortable with her being here alone with Natsu and Gray. I felt like I could only relax if I stayed here as well." She then smiled honestly to him, "That and you're a very reliable friend we can trust to be around."

Ben looked at Titania and crossed his arms over his chest. "You do remember… that you guys tried to break into my house, unaware that there was a security system that could turn you guys to ashes, let alone send you to the hospital, right," Ben frowned.

"This is no time to relax!" Natsu inputted angrily.

"So it was already decided that these three would stay with me?" Ben inquired.

"Only Natsu and Gray," Erza corrected. "As I mentioned I convinced them to come along. After all, we are a team and must stick together."

"Yeah but I'm not in your team remember? Also couldn't they have gone to _your_ place," Ben asked, looking to Lucy.

"Hey!" Lucy shouted.

"Whoa!" Happy said, going through a basket of laundry. "You sure have a lot of dirty clothes."

"Hey!" Ben shouted. "You better get out of my stuff or you're dead meat!"

As Happy went through Ben's laundry, a little white strange creature with a yellow drill nose, a Celestial spirit named Plue, had picked up a pink lollipop that Ben had no idea where it came from, off the ground and started licking it. This quickly caught Natsu's attention.

"Hey Plue!" Natsu yelled, "Did you find something to eat? Oh come on, don't be hogging it all!"

"Ahh…" Plue said still licking at the candy.

Plue eventually found a box full of sweets, which he and Natsu began to devour happily.

"I'm gonna catch some shut eye" Gray said, lying on Ben's couch, "so could you please keep it down?"

"That's not even a bed Gray and by the way, where are your clothes!?" Ben shouted, leaning back in his chair by the table. The ice mage panicked when he realized he was in his boxers. "You guys are taking this "make yourselves at home" deal a little too far," Ben moaned.

Lucy popped up, as she groaned, "Tell me about it. Welcome to my world."

"We have a serious problem here," Erza glanced back, looking at the three teenage boys. "Your hygiene, I refuse to sleep in a room that reeks of sweat, much less an entire house."

"But I just took a shower when I got back." Ben protested. He then sniffed his armpit. "And I don't smell bad!"

"I don't wanna take a bath right now." Natsu added.

"And I already got into bed." Gray whined.

Erza brought the three together. Natsu and Gray on the outside while Ben was in the middle. She stood behind them with her hands on Natsu and Gray's outer shoulders. "Come on, boys," Erza urged. "Do we have to take a bath together like we did when we were kids?"

Ben's eyes widened at this. "'Say what!?" He shouted.

Erza then looked at Ben coyly "As for you Ben, you may join us if you would like. I'll even let you wash my back if you don't mind."

Ben turned to her with his completely flustered, his expression portraying shock. "Huh!? What!?" He looked away, as he grumbled, "Uh… are you sure… that's okay?" A part of him would've just outright refused but man Erza was better at persuasion than Cana and he was feeling temptation overcome him.

"Come on, it's not like you're uncomfortable around a girl's body," she asked. "I mean, you were in mine a while back? Remember?"

"Yeah, but I never tried anything with it!? All I did was change into different outfits when I was trying to bring out some of your armor." he confessed.

"What kind of relationship do you guys have!?" Lucy shrieked, equally stunned as Ben.

"Erza's ultimate team!" Happy commented.

"More like strangest team." the blonde countered.

* * *

**Meanwhile**

**Phantom Guild**

The main hall of the Phantom Lord Guild was a dark, large stone walled room with tables aligned everywhere. The torches mounted on the walls were the only source of light in the main hall. Sitting alone at a table was a young muscular man, possibly twenty by the look of him, with long, black hair that was spiked up, and had piercings on his nose and ears, and had seriously serious red eyes that if you looked into them, you'd pee your pants. He wore a shabby, black, sleeveless tunic with silver studded edges, a pair of beige pants, and studded black boots. On his right shoulder was a black wing-like ornament jutting upwards.

This was Gajeel Redfox, the Iron Dragon Slayer, and Mage of Phantom Lord.

The table he was sitting at was covered in a variety of iron materials such as pots and pans. Gajeel was chowing down, not on regular food but rather from the actual metal items sprawled across the table.

"Hey Gajeel, I heard you made a mess out of the Fairy Tail Guild Hall," A Phantom mage who approached him said before smirking. "I also heard that one of their mages, the guy people are calling the Legion of Fairy Tail completely repaired it. Man, sure sucks for you. I mean, after all that work." He then began to laugh.

Gajeel ceased his eating and growled, as he swiftly turned to face the mage. Shockingly, Gajeel's arm transformed into a black iron pillar and extended out, slamming into the fellow's face and sent him careening back. The other Phantom Lord wizards who witnessed this all began to laugh loudly.

"How many times do I have to tell ya?" Gajeel growled as his arm reverted from an iron pillar back to normal. "I don't like to be bothered while I'm eating! And besides" he stopped as he stood up on his table, glaring at all his Guild mates, "…whether their precious Guild Hall was repaired or not, those Fairy Tail clowns have got nothing on us. We're way more powerful than they could ever hope to be."

His Guild mates all agreed.

"The dye has been cast." A voice said. Everyone looked up to see a tall figure standing by the railing of the second floor, his form was shrouded by the darkness. This was the Guild Master Jose. "I compliment your excellent work Gajeel, despite that Fairy Tail's newest member undid all of it."

"After that little stunt, I realized that we weren't hard enough on them." Gajeel jeered. "So, I decided to leave them a little something extra. A present, one that's sure to get those Fairy Tail's panties in a knot."

"Very good, my boy," Jose praised. "Be sure to not bring any harm to you-know-who, if you please?"

Gajeel only grinned wickedly.

* * *

**The Next Day**

**Magnolia Park**

The next day, Team Natsu, and a still groggy Ben were preparing to head toward the repaired Guild Hall. Ben had been up all night, making sure they didn't trash the place, let alone go down in the basement. That area was off limits, and yet the forbiddingness of the idea enticed Natsu and Happy to try and break in there. It took him all night to make sure they didn't get in there and he had to stay up and drink coffee the whole night around. Note to self, replace door with a metallic security lock door and make it inaccessible to those without a password or something. Though what would happen next woke Ben up immediately and made him forget all about his sleep.

They spotted a disturbance in Southgate Park. They approached a large crowd, composed of a big sum of their Guild mates and town citizens, which was gathered at a large tree in the center of the park.

They were concerned, everyone looked horrified. When they spotted the commotion Ben and the other gasped in horror. Hanging from the trunk of the huge tree was Levy, Droy, and Jet. All three of them looked seriously beaten up. Iron clamps were keeping them pinned to the tree trunk, and painted on the tree was the Phantom Guild mark.

"LEVY!" Lucy cried.

Natsu clinched his fists, his eyes burning with fury. Ben was feeling a similar sense of anger as he glared at the Phantom mark on the tree. He gritted his teeth, as he kept his emotions in check. However Ben couldn't say the same for Natsu, not that he could blame him. The teen hero didn't know these Phantom Lord guys, but they had hurt his friends and placed them where everyone in town could see them. It was a moment like this that Ben realized he had to stay in this world for now. After all there was no way he was going to let bad guys get away with something like this. A true hero didn't leave those in need.

_"I don't care if I know them or not. They've gone too far! Nobody messes with my friends and gets away with it!"_ Ben thought, clinching his own fists.

The crowd grew silent and cleared a path for Master Makarov. Instead of his usual attire, he was wearing black pants and a white coat with the Ten Wizard Saint symbol on the back; though he still held his cane in his hand.

"I can take our headquarters being reduced to rubble." hissed Makarov "But I will not allow harm to come to my children without TAKING REVENGE!" His grip tightened until it promptly crushed his cane's shaft.

Suddenly, golden light began to shine from beneath the old man. Ben took a cautious step back. He had never seen Makarov like this and he could feel a scary amount of power radiating off of him.

With an enraged scowl on his face, Makarov yelled, "We have no choice but to go to war!"

The members of Fairy Tail roared out, as they prepared themselves to go on all out war with Phantom Lord. Ben was about to make his way but was stopped by Makarov, as he said, "No Ben. I need you to stay here."

Ben went wide eye with protests, as he shouted, "What!? But the guys…"

"I know you want to avenge Levy and Shadow Gear. They're as much friends to you as Levy is to Lucy," Makarov reasoned. "But most of the Guild will be leaving and our home will be left defenseless. I have a hunch that Jose will use this to try and plan another sneak attack against the Guild. And most of our powerful members are going into battle."

"Okay, but…."

"Just help Lucy with taking care of Levy and the others," Makarov stated, as he pointed him towards Lucy, who was cradling Levy, now that she and Shadow Gear were down from the tree. Lucy was crying for her friend's well-being.

Ben saw the scene unfold him, and remembered how helpless he was when he thought he lost Gwen back on Xenon. He looked to Master Makarov and nodded, "Okay, just be sure to save some for me if they try to invade here okay?"

Makarov nodded, as he led the others towards the location of Phantom Lord's Guild. Oak Town.

* * *

**Oak Town**

Oak Town, located in the Northeastern sector of Fiore, was home to the Phantom Lord Guild. The Guild Hall itself was a large, stone castle-like building that towers above all the other structures in the town. The Phantom Lord members were all lounging around, drinking beer, talking, and laughing.

The biggest conversation topic today was Gajeel defeating three members of Fairy Tail singlehandedly and hanging them up on a tree in a city park for everyone to see. Three wizards were sauntering toward the main doors with smug smirks on their faces.

"Wow." one said, "We should go pick off a few Fairies ourselves."

As they approached the exit, the front doors were blasted off of its hinges by a flaming inferno, sending the three wizards careening back. The Phantoms quickly turned their gaze to the main doors and as the smoke cleared, standing in the door way was a pissed off Natsu Dragneel.

Standing behind him was Erza, Gray, and the rest of the Fairy Tail Guild. Lucy and Ben were both absent, offering to stay behind and watch Team Shadow Gear back at the Magnolia Hospital.

"Fairy Tail has come calling!" Makarov declared.

A group of Phantom Lords immediately jumped at Natsu, letting out battle cries. The Fire Dragon Slayer shot out a wall of fire, blasting back the group, their bodies charred and smoking.

"Alright! Who wants to play with fire!" Natsu roared.

The Phantom mages quickly got over their shock and charged head on at Fairy Tail. Natsu charged head first at the large pack of enemy wizards, both lighting up their fists with flames and punching the lights out of their opponents.

Meanwhile, Macao held out his hand, and chanted, "FISH NET!" Without warning, several bluish-purple tendrils of energy manifested out from a purple magic circle on his hand and wrapped up several Phantom Mages, suspending them in the air.

Macao turned to Wakaba behind him. "Now Wakaba!"

The green shirt man smirked. "On it! Here comes, SMOKE PUNCH!" Suddenly, multiple pink magic fists fired out from Wakaba's pipe and punched the Phantom mages trapped in Macao's net.

As the various members of Fairy Tail and Phantom Lord battled, Natsu was in the middle. A random member had used a bench as a springboard to leap at him; however, the Fire Dragon Slayer saw this coming. He cocked back his fiery fist and delivered a wicked haymaker into the guy's face, sending him flying back across the room.

* * *

**Back in Magnolia**

Lucy had been walking back to the guild to take care of Levi and the others after she had bought some food for them. However on the way back it started to rain when it was still sunny and a strange woman approached her. Then a weird guy showed up and when she learned they were from Phantom Lord she prepared herself for battle but before she could she was suddenly trapped inside a bubble filled with water. She eventually lost consciousness when she felt her air running out.

The attacker appeared to be a slender, young woman with dazzling blue hair, dark blue eyes, pale skin and a curvaceous figure. Her long blue hair was tightly curled at the base. She wore a navy blue coat, a fur shawl with a _teru teru bōzu_ attached to it, as well as a Russian Cossack hat. This was Juvia Lockser, the Water Mage or Rain Woman, of Phantom Lord, as well as one of the Element 4.

The man that appeared with her was a slim man of average height with a tiny mustache and green hair pointing upwards. His right eye was always hidden by a monocle, attached to a slim chain; under it, the eye itself seemed small and round, in contrast to his other, larger eye. He was clad in a formal attire consisting of a brown suit with a ragged collar bearing six prominent protrusions jutting outwards (three on each side) over a white shirt paired with a red tie and simple shoes. He also had on what appeared to be a short cape attached to both of his elbows, linking them. The man kept a very bizarre stance, standing with his head tilted while he oddly swung his body back and forth. This was Sol, the Earth Mage of Phantom Lord, and another member of the Element 4.

The rain that fell due to Juvia's presence seemed to increase as she walked up to the unconscious Lucy. She removed her Water Lock spell and allowed the blonde Celestial Spirit mage to fall from its grasp and into her arms.

"I will take Lucy Heartfilia to Master Jose. Drip, drip, drop," The Water mage stated before turning around and beginning to walk away.

"Oui, my lovely Juvia. You shall...and I will stay behind to deal with mon petite rat." As Sol said that, he turned his head away from the blue haired woman and looked to see the wielder of the Omnitrix running down the alley in the form of a large orange dog-like beast with no eyes, ears, nose, or tail. His teeth were very defined and stick out of his mouth. Three gill-like nostrils were located on each side of his neck. A green and white collar with the Omnitrix symbol acting as a makeshift dog tag, was worn around his neck.

* * *

**Omnitrix Encyclopedia**

**Vulpimancer A.K.A Wildmutt**

_Vulpimancers are a race of beasts that live on the planet Vulpa. They are far more animalistic than humanoid. They can range from an adult human size to several times the size of a human. As they mature, they grow tails and tiger-like stripes on their backs. However, female Vulpimancers have been shown to not gain the stripes as they mature. It has been shown that depending on the environment they are raised in, the Vulpimancer differs in colour. Vulpimancers from Vulpin are orange, while ones from the Null Void can be orange, grayish blue, red or brownish red._

_Vulpimancers posses a superb sense of smell. Due to them not having any eyes, their "vision" is made up of a dull 3D mapping of where their scents originate. Vulpimancers can track basically anything by their scent, regardless if they're even miles away. Vulpimancers have superhuman strength, as Wildmutt can rip off the roof of a car with ease, have enhanced agility that allows them to run, jump, as well as climb at a superhuman rate, can dig at a fast speed and are primarily quadruped, however they are capable of standing on their hind legs and punch with their front legs, though somewhat awkwardly._

_When they reach a certain age of adulthood they can fire the quills on their backs at a fast rate. At first Ben's Vulpimancer form was too young due to his age of 10 but now that he's 17, Wildmutt has grown enough to now posses this ability, making him a fiercer opponent. It is oddly noted that when Ben turns into Wildmutt he seems to retain some level of intelligence and great control over himself as he doesn't really act like an animal but more like a cunning beast._

* * *

Wildmutt snarled as he flared his gill-like nostrils, the world around him appearing like how one would see it through a mixture of X-ray and infra-red vision. Due to being unable to see well as Wildmutt, he is only capable of seeing their outlines and heat signatures, but he picked up on the familiar shape and signature of his guild mate, along with her scent.

Lucy was being taken away by the woman whose back was currently facing him as said woman was walking away.

Wildmutt growled before unleashing a bestial roar. He charged towards the blue haired Phantom Lord mage, leaping right over Monsieur Sol's head, but the Vulpimancer released a cry of shock as he landed on the ground, for as he did so, the woman and Lucy were obstructed from view as a wall of earth rose from the ground, barring his path.

Wildmutt dug his claws into the earthen structure and pushed off to land on the ground. He growled at Monsieur Sol as his flexible body bent like rubber.

"Non Non Non mon petite rat." Monsieur waved an index finger in the way one would scold a child. "Mademoiselle Heartfilia is ours now and so it is only right that you not get the chance to take her back. Oui?"

Wildmutt roared again and charged, but Monsieur Sol merely chuckled.

"Roche Concerto!" Wildmutt growled as Monsieur Sol conjured up a magic seal on the ground in front of him. The earth cracked and shook before it burst apart into large pieces. Cobblestone, brick and rock all flew towards the Vulpimancer, but the agile native of Vulpa leaped along the walls of the alleyway that the two were fighting in and then pushed off of the walls. He continued to perform various acrobatic feats, leaping, twisting and flipping with unmatched agility before pushing off the final rock. Wildmutt flipped in midair and reared back his two forearms, claws extended, before swinging them down.

The earth shattered and a sizable crater formed as a result of the impact, creating a small dust cloud that obscured the Vulpimancer, but Wildmutt continued to growl, but more out of annoyance as he saw his adversary pop out of the ground like one of those moles from the Whack-a-Mole games he used to play when he was ten. No wait...he still played the Whack-a-Mole games.

"Non Non Non!" The green haired Earth mage spoke with an annoyingly taunting voice. "Mon petite rat cannot hit moi. The earth is me and I am the earth, to hit me is to hit the earth. Thus, you have made a crater in a part of moi. You will pay for that mon petite rat."

The dust cloud cleared and Wildmutt growled before slapping the Omnitrix symbol on his collar. A flash of green light obscured his body before it died away, revealing his new form. What now stood before Monsieur Sol made him recoil in shock and disgust.

The creature before him was a mucus green colour and looked to be made of some sort of goo-like material, resembling an amoeba somewhat. Its face was pointed, looking much like a bird's beak. Its eyes were a brighter shade of green than the rest of its body and were outlined with thick black circles. Floating above its head was a small unidentified flying object which had the symbol of the Omnitrix emblazoned on its top.

"Goop!" the new alien said, in a squeaky voice.

* * *

**Omnitrix Encyclopedia**

**Polymorph A.K.A Goop**

_Polymorphs are gelatinous beings that once had their original home planet destroyed. However, after spending numerous years searching, they found the uninhabited magma planet known as Viscosia and thus made it their home. Polymorph's are unicellular organisms that are generally green in color, however they do come in different colors. They are gelatinous humanoids with a pointed head and and an asymmetrical, drippy ameoba-like shape. When in humanoid form, they have four fingers on their hands. _

_Due to adapting to gravity of Viscosia, Polymorph's are only capable of traveling and retaining their shape on world's with a stronger gravitational force through the use of Anti-Gravity Projectors, small UFO-shaped devices which hover over their heads and generate a false gravity field more suited for the Polymorphs to hold their shape. The Projectors also act as a communication device as it had been shown that Ben's voice comes from the projector itself rather than the Polymorph being a sort of telepath._

_Polymorphs can revert to a puddle, a shapeless mass or mimic the shape of something. Physically harming Polymorph is extremely difficult as solid objects and even energy passes through them without any damage. Polymorphs have strong digestive acids, which can be used as an offensive weapon, either by smothering something or releasing a sort of corrosive gas._

* * *

Non Non Non mon petite rat! Before you were merely vile, but now you are truly horrendous!" Monsieur Sol said as he continued bending his body.

"Alright, listen up you weird Whack-a-Mole reject!" Goop pointed a finger at the green haired mage. "You don't insult my transformations, only my arch-nemesis and people I know can do that and get away with it. Well except for the arch-nemesis, he gets his butt handed to him, but you aren't someone I know nor are you my nemesis, so I'll give you the special bad guy treatment I give to all of you guys."

Goop pounded a gooey fist against an equally gooey palm with a sickening splat sound. "I pound your face into the ground."

"You can try, but you will fail." Monsieur Sol chuckled as he stroked his lengthy mustache. "Roche Concerto!" A flurry of stone and brick flew through the air once more with the intent to destroy Goop. The rocks then began to become a bit more compacted and began to turn and twist, creating a makeshift drill of earth. However, the gelatinous alien merely stood there as the drill of earth speared through his body.

Sol's eyes widened as the attack had no effect on the Polymorph and Goop chuckled. "That all you got, Whack-a-Mole?"

"Hardly, mon petite rat." Sol clapped his hands together. "Fangs of Stone!" The earth beneath Goop began to rumble before a magic seal sprung to life beneath him. Large fangs of earth suddenly materialized, like a bear trap's, and folded upwards before crushing the green alien, completely avoiding the odd object hovering over his head. The fangs of stone impaled Goop and completely entrapped his body before collapsing in on itself, burying Goop under a small mound of rock. However, Sol watched in amazement as the odd object swirled around the mound of stone and a loud hiss was heard from within the rocks.

Green acid flowed from the spaces in the rocks before the Anti-Gravity Projector began to swirl around at a much faster pace. Tendrils of goo flowed out from the small spaces in the mound. In a swirl of green, Goop reformed and had his arms folded, a cocky look in his eyes.

"Annoying vermin."

"Merci." Goop bowed dramatically, which served to further the green haired mage's anger. Sol moved his arms forward and a magic seal formed again.

"Platre Sonata!" A large fist of earth exploded out of the ground and sped towards Goop, however Goop suddenly inhaled deeply before exhaling with a great amount of force. A sizable cloud of green gas flowed from the beak-like protrusion on Goop's face. The gas cloud was punched through by the earthen limb, but it was shown that the entirety of the fist was beginning to dissolve at a rapid pace. However, the 'arm' that was attached to the fist did not lost its shape and so it punched through Goop's form. The Polymorph was unaffected by the attack and then began to snake his way around the arm. After traversing the length of the arm, Sol's eyes widened when Goop suddenly appeared in his face and reared back a clenched fist.

The powerful right hook slammed against Sol with great force and sent his flexible body bending to the side. He slammed into the ground with enough force to generate a recoil and bounce back into his original position where Goop had already spun around and slammed a strong spin kick to the head which slammed into his left temple. The blow disoriented Sol as he bounced back up again before Ben raised up all four of his limbs and manipulated their forms to take on the image of a single massive pair of hands that then clasped together.

"Now let me show you how we play Whack-a-Mole!" Goop shouted with a disturbing amount of giddiness in his voice. Hovering for the small moment due to the projector allowing him to defy the force of gravity was shown to be well spent as the massive pair of fists crashed down on Sol's skull with enough force to send his upper body downward, cracking the ground due to the impact.

Goop then chuckled before slithering around Sol and getting behind him. Rearing back his arms, the limbs extended and gripped Sol by his emerald coloured locks.

"AND THIS IS HOW YOU GET RID OF WEEDS!" And with a powerful tug, Goop wrenched Sol out of the ground and threw him over his head and through the air. Sol soared through the air, but the S-Class mage of Phantom Lord was not one of said guild's executives for nothing. His durability was akin to the earth's and so his ability to remain conscious despite taking such heavy blows was well warranted.

Sol flipped in midair before skidding backwards as the momentum carried him along. A trail of blood flowed from the wound to his forehead from Goop's hammer strike. Sol chuckled as he adjusted his cracked monocle before rising back to his full height.

"Non, you cannot defeat le weed by merely plucking one, mon petite rat. More will always replace it."

"And this is why I sometimes don't understand battle banter. You end up insulting yourself." Goop sighed. "But it's what makes the fight fun sometimes, I guess. Now then, where did you take Lucy?!" Goop rushed forth and reared back a gelatinous fist, manipulating its size by making it increase with his Anti-Gravity Projector. He sent forth the extendable limb, but Sol used his own natural, serpent-like flexibility as well and snaked around the fist before a magic seal formed on his arm.

The arm dragged along the ground, attaching to the limb like a magnet would to metal. "Stone Hammer!" He then brought the earthen arm up and punched through Goop's face with the force of a swung sledgehammer and the earthen limb slammed into the ground with enough force to generate a small crater. Goop then swirled around the limb and melted it with his acidic digestive juices, however, Sol quickly retreated and then dug his fingers into the alleyway's ground and pulled upwards, drawing out two spears of cobblestone and brick.

"Earth Spear!" He through the two weapons at his opponent, but Goop weaved out of the way of the attacks and then ran towards Sol just as the man slammed his hands down on the ground. "Earth Flow River!" The ground beneath Goop's feet suddenly began to liquefy and the Polymorph's eyes widened as he was being dragged away by the powerful current of mud.

"Earth Flow Wave!" The end of the mud current behind Goop suddenly reared up like a tidal wave and encompassed the Polymorph in its shadow. However, Goop took a deep breath and blew out a cloud of acidic gas. The earth in the mud wave were quickly eaten away at, but though it didn't completely stop the current, it gave Goop enough time to move out of the earth current just as it slammed down on the ground.

He then raced towards Sol and delivered a strong punch to the stomach that knocked the wind out of the Earth Magic user's lungs. Goop's body twisted and a strong elbow strike was delivered to his chest before he twisted again and slammed the same elbow into the same area of his chest. Spittle and a bit of blood came out from Sol's mouth this time before Goop performed a swift jump and rotation to bring down a powerful axe kick.

Sol quickly reacted and dropped his hands down, catching himself so he wouldn't hit the ground with his face, though the force still made his arms shake a bit. Sol then moved out of the way of the punch that was aimed for his skull by sinking into the ground as the blow created a small crater. Sol then popped out behind Goop and coated his left leg with stone that then took on the shape of an axe blade.

"Stone Slicer!" The earthen blade took away Goop's legs before an upward, vertical strike began to bisect the gelatinous alien. However, Goop altered his gravity and the viscosity of his internal body to stop Sol's motion just as it reached halfway through his stomach area. Goop then began to eat away at the stone and Sol retracted his leg as the acid also bit at his pant leg and flesh. The part of his lower leg was now red from the acid burns, a bit of steam rising from the exothermic reaction.

"Roche Concerto!" A flurry of stone shot towards Goop, but he flowed through the storm of stone and slammed into Sol's body, sending the Earth Element of Phantom Lord skidding backwards before Sol slammed his hands into the ground.

"Fangs of Stone!" True to its name, teeth of stone clamped up on Goop's body, but the Anti-Gravity Projector moved Goop through the spaces in the teeth before he continued on his path to bash Sol's face in, but the Earth Element would have none of it.

"Linear Tectonic Shift!" The ground rumbled and spikes of earth began to rise up in a straight line in rapid succession. Some of the spikes impaled Goop through parts of his virtually indestructible body and one of the spikes managed to tap against his Anti-Gravity Projector, but the levitating device recovered and reconstituted Goop in time to weave through the other spikes of earth that were ejected. Goop quickly manipulated his fists to take one the appearances of sharp protrusions, the biologically produced acid concentrated highly at the tip. He stabbed the protrusions forward and tore through the earth spike that barred his path and then turned back into a fist when he reached through to the other side, slamming said fist against Sol's stomach in the form of a fierce uppercut. Another uppercut followed after and the Earth Magic user was sent skyward and the Polymorph leaped after his opponent.

Goop then followed up with a quick two punch combo that had Sol's monocle flying off of his face before Goop wrapped his body around Sol's, binding his limbs and then wrapping around Sol's neck. He then manipulated his body to make Sol tumble through the air to build up momentum before they both crashed into the ground with enough force to generate a small cloud of dust. The dust then cleared to reveal Goop still binding Sol, but both were laying in a crater that was generated from the impact.

Sol was covered in dust, his suit was torn and he had blood flowing from his burst lip and a slightly damaged skull. A large bruise marked his right cheek as well.

The head of Goop materialized from the goo that surrounded his beck and the Polymorph's eyes narrowed as Ben's voice emerged from the Anti-Gravity Projector once more.

"Alright Whack-a-Mole, I've got you. Now talk." Goop's head moved closer to Sol's. "Where's...Lucy?" He asked with venom in his tone. Monsieur Sol chuckled.

"Oh mon petite rat, Mademoiselle Heartfilia is our mission. There's no need to tell you what you already know, non?" Sol chuckled again. "And la bataille is now over." Sol suddenly utilized his ability to meld with the earth, accompanied by his own serpentine flexibility to release himself from Goop's hold and delve into the depths of the earth. A massive magic seal suddenly popped up beneath Goop's form as he splattered on the ground and reconstituted himself.

Sol then appeared a few feet in front of Goop before calling upon a large quantity of magic energy. Goop acted quickly and pushed himself away from his previous position just in time to see a pair of massive jaws rise up from below. The jaws however, unlike the Fangs of Stone spell, were show to be connected to something. Rising from the ground, a massive serpent of stone towered over Goop before arching through the air. The sheer size and speed with which it moved.

"Earth Dragon Bullet!" The earth dragon roared before descending upon Goop. The Polymorph weaved his way around the dragon as it tried to bite him, but its speed was a perfect match for Goop's flexibility and soon, the jaws of the mighty reptile encompassed Goop's form, Anti-Gravity Projector and all. The dragon then descended towards the ground and with a final roar it let Goop fall to the ground from its jaws and then slammed down onto the Polymorph's form with a resounding crash that shook the entire alleyway.

"Non Non Non." Monsieur Sol smirked as he watched the large mound of rock that was once his earth dragon, now standing proudly over the area that his opponent was completely buried under. "Mon petite rat has been dealt with. I shall be rewarded by Master Jose, oui!" He laughed with giddiness before ducking beneath the earth like a worm and headed back for his guild.

However had he stayed a while longer he would've noticed a flash of green light erupt from the rubble Ben was buried in before the ground around it began to crack and break apart.

* * *

**Back at the Phantom Lord Guild**

Natsu looked around him, a scowl etched on his face. "Come on you bunch of pansies," Natsu challenged. "Attack me if you got the guts!"

"Get that freak!" a Phantom wizard shouted.

Half of the group in front of Natsu leaped at him, magic circles forming in their hands. He held out his arms and discharged two powerful streams of fire. The six mages were quickly blasted back unconscious.

Makarov walked up to a wall, and without having to touch it, the stone was blasted away. On the rafters above, Gajeel sneered as Makarov proceeded into the giant hole in the wall.

"Now that their little boss man is out of the way," Gajeel said, "it's time I throw myself into the mix."

The Iron Dragon Slayer then jumped off the wooden girders, descending to the floor below. A hungry, sadistic grin spread across his face.

* * *

**Next Chapter: Wanted: Lucy Heartfilia; Dead or Alive, She's Coming With Us**


	7. Target Lucy Heartfilia

**Author Note: OH YEAH 123 REVIEWS THANK YOU FELLOW READERS. Now let's see if you can help me reach 160 reviews before chapter 8. I can say that this chapter will have some surprises but for now it'll follow cannon with some differences shown. So read, enjoy and review please. Also, Ten-Faced Paladin has given me his blessing to use the Omnitrix Encyclopedia idea for this story.**

* * *

**Fairy Tail: Omniverse Invasion**

* * *

**Chapter 7: Target: Lucy Heartfilia; Dead or Alive, She's Coming with Us**

* * *

**At Phantom Lord Guild**

In the guild of Phantom Lord where Guild Master Jose and one of the Ten Wizard Saints resided, a fierce battle was now taking place inside. The sounds of battle were so loud that the citizens from the town bellow could hear it. Inside the guild were the members of Fairy Tail who were fighting the members of Phantom Lord and were currently overtaking them.

Natsu was an angry flaming juggernaut pummeling anyone that came at him into submission, Gray was freezing his enemies solid, Cana was using her card magic to use lightning and zap multiply enemies and as for Elfman, he was using a beast arm to lay the smack down on them while making comments about being a man that made about as much sense as something Rath would say.

However a sudden boom noise stopped the fight as fairy tail and phantom lord turned to see what made the noise.

There behind the phantom members and on top of a now broken sign of their guilds name was Gajeel who was standing with an amused look on his face as he observed the members of Fairy Tail below him. Erza instantly narrowed her eyes in recognition.

"It's him, the Iron Dragon Slayer, Gajeel." Erza said with some tension in her voice seeing one of Phantoms best wizards now joining the fight.

"Hahahahaha so Titania knows my name. I'm honored, that is to say I would be if it wasn't a lousy Fairy Tail wizard who knew my name." The Iron Dragon Slayer said dismissively earning a glare from her.

"You're the one who attacked Levy!" Nab shouted as he had jumped towards Gajeel with his fist reared back.

However before he could even reach him, an iron pillar formed itself on Gajeel's right hand where it then extended forward and slammed itself against his chest where he was repelled back and pushed into the ground where the pillar crashed against some of the other members of phantom.

"What the heck!? He just knocked out his own comrades with that attack!?" Gray said in disbelief before Gajeel jumped off his spot and landed on the ground with the others as he retracted his pillar.

"If this is all you can do then you're even more pathetic then I thought. But then again I guess I shouldn't be surprised since we're the real top guild in Fiore." Gajeel said arrogantly as his hand finished retracting the pillar and returned to normal.

"I'LL SHOW YOU WHO'SE THE PATHETHIC ONE AROUND HERE!" Natsu shouted as he attempted to charge at him but a hand grabbed his shoulder and prevented him from doing so. "HEY WHAT'S THE BIG…" his next words were cut short when he saw that it was Erza who stopped him. She had an intense glare on her face showing contained anger.

"I'll take him on." She said simply with no room for objection. Normally Natsu would protest about being denied a fight but the look she had on her face clearly showed she was in no mood for arguments. He silently stepped aside as she walked towards Gajeel.

"So you're fighting me? Either you'll be a good opponent for killing some spare time or just another pathetic fairy for me to clip your wings like I did with those 3 weaklings."

Erza's eyes darkened with rage at knowing he was talking about Levy and the others. She stepped forward with her sword aimed towards the iron dragon slayer angrily. "Then allow me to show you what this fairy can do BY BEATING YOU!" Erza shouted before she lunged forward and swung her sword down aiming for his right shoulder.

However before her blade could connect Gajeel reacted quickly and turned his entire right arm into iron with his arm now resembling a blade of his own which he used to intercept Erza's sword as they were now pushing against the other in a show of strength.

"So your Erza huh? Well I gotta say you have a good arm. I actually felt a slight numb feeling when your sword made contact but if you think you can beat me with weapons made of iron or metal then you're seriously messing with the wrong guy!" Gajeel shouted the last part before he pushed harder and began to force Erza back before she jumped away and her body was covered in a flash of light.

"Requip!" Erza shouted before her armor vanished and was replaced by her heaven's wheel armor.

Gajeel narrowed his eyes at the change in armor before he took to the offense. He rushed at her with his iron sword swung forward to cut her apart but Erza used her armors wings to fly up and narrowly avoid the slash as she materialized a dozen more blades around her and then began preparing her attack.

"Dance, My Blades!" She shouted as her blades began to circle around her rapidly as Gajeels eyes widened at what he suspected was coming "Circle Swords!" she called out as the ring of blades were instantly fired at the iron dragon slayer and even a few other members of phantom who were too close to him. The attack created a small dust cloud to form which now hid Gajeel from view.

"Yes she got him!" Gray shouted admirably at Erza. She was always a symbol of how great a wizard can truly become and how great fairy tail was to have her on it's side.

"That's our Erza, she's a real man." Elfman said while Cana quietly muttered to herself about how Erza is a women and not a man.

Erza remained floating above as she viewed the dust cloud waiting for it to clear up. Suddenly without warning a pillar shot out of the cloud and was heading right for her, except this one had a sharp pointy tip like a spear. Her widened in alert before she tried to avoid it by moving to the side but was unable to completely evade that attack as the spear struck her armors left wing and pierced through it like if it was made of glass as her wing shattered to pieces like a stone into rubble. The loss of her left wing caused her to loss her flight and fall to the ground but she reacted quickly and expertly landed on her feet without trouble.

"Nice try Titania but you're going to need more than numbers to even think of beating me," The voice of Gajeel spoke from the dust cloud which finished clearing up as her and everyone else's eyes widened at what they saw.

In front of Erza was Gajeel who was now completely covered in scales that seemed to be made of his signature iron but the thing that Erza was surprised at was how their wasn't even a scratch on him after taking her attack head on.

"What the hell! He's covered in scales!?" Macao shouted in disbelief.

"Not only that but he isn't injured in the least after that assault from Erza." Cana said in equal disbelief.

'I struck him with multiple swords and they didn't harm him in the least. His scales must be harder than my heaven wheel swords. I need something stronger if I'm going to break through his defenses,' Erza thought to herself as she prepared to requip into something else when Gajeel spoke up.

"I'm getting bored fighting you so how about someone else joins the fight." Gajeel said while looking to the other Fairy Tail mages to see if any of them would get the guts to attack him. "Show me what you got, unless you weaklings are too scared to face me?" He taunted to try and get a rise out of them.

It worked as Elfman and Natsu who had stayed out of the fight out of respect for Erza and fear of what she'd do to them for getting in her way.

"Too scared!" Elfman said as he lunged at straight at Gajeel. His arm which was transformed into some sort of beast-like appendage, was cocked back. "Real men have no fear!"

"Elfman wait!" Erza warned him but they feel on deaf ears as a magic circle appeared in front of Elfman as his beast arm shifted into a rigid arm that seemed to be made out of stone like bricks. His rocky fist connected with Gajeel's shoulder but had no effect on the black haired man.

"So you're Elfman huh?" Gajeel said. He then shifted his other arm into an iron pillar and extended it toward Elfman.

The large white haired man was quick to dodge the attack though. As Gajeel's arm returned to normal, he then kicked his leg out, which instantly changed into an iron-club and stretched toward Elfman at high speeds. Amazingly, Elfman caught the pillar with his hard stone hand but was pushed a few short feet back.

"Ah, not bad, big guy," Gajeel praised with clear sarcasm in his voice.

"Well that's because I'm a real man." Elfman stated.

"Yeah?" Gajeel smirked, "Well then, let's see how a _**real**_ man handles this!"

Without warning, a few lumps grew from Gajeel's leg. They quickly stretched out into miniature pillars and smacked into random Phantom members nearby who were spectating.

"They're Phantom! You attacked your own men?!" Elfman shouted as looked at the Phantom members being knocked back by Gajeel's manifested pillars.

"Because I knew it would distract yah!" Gajeel explained. His right arm shifted into a club and slammed into Elfman's face, driving him back.

Natsu jumped into view and used Elfman as a springboard to launch himself at Gajeel. He dodged another iron-club that Black Steel attempted to strike him with. The fire mage lite up his hands with flame and delivered a wicked right hook into Gajeel's face. The blow sent the iron mage flying back and crashing through the bar area and no one noticed Natsu wince in pain before he forcibly shook it off.

"Whoa," a scared Phantom mage said, "he sent him flying!"

"No one's ever done that before." Another added uneasily.

With a small groan, Gajeel steadily picked himself out from the wreckage of the ruined bar countertop, glaring at the pinked haired mage who punched him.

"Allow me to introduce myself," Natsu said with his fists still shrouded in fire. "I'm Fairy Tail's Dragon Slayer."

A wicked grin grew across Gajeel's face.

"Elfman, leave this guy to me." Natsu demanded.

"Aw come on!" Elfman complained. "First you used me as a springboard and now you're stealing my man-to-man fight?"

"He was my opponent first!" Erza corrected him.

"I don't care who my opponent is cause either way your all dead meat." Gajeel said before he jumped forward and shouted, "Iron Dragon Club!"

The onyx haired mage's arm shifted into a large, steel colored pillar and extended toward Natsu. Natsu managed to catch the club but was still driven back a few meters.

"Natsu!" Erza yelled. She took a step forward, worried for their friend and ready to jump in if necessary.

However, Natsu came to a stop as his feet found a grip on the stone floor. The fire mage's fingers were now smoking as his hold on Gajeel's clubbed arm tightened.

"You tried to destroy our Guild Hall and then you attacked Levy's team." Natsu snarled. He lifted up his head and glared at his opponent. His hands ignited in flames as his fury increased. "I'm gonna make you pay!"

Natsu tossed Gajeel upward. The iron mage, however, used one of the rafters as a springboard to launch himself back at Natsu. But the Fire Dragon Slayer expected this as he reared back and connected his flaming fist with Gajeel's face, sending him crashing into a wall. However this caused his to cringe in pain once again as he felt like his hand was getting bruised from hitting his hard scaled skin.

"Natsu are you okay?" Macao asked seeing him rub his hand.

"Of course I'm fine this doesn't hurt one bit!" Natsu proclaimed and tried showing it by cracking his knuckles but that made him cringe in pain. "OW!"

'He's so feeling pain,' Everyone else thought.

"You seem to be doing alright so I'll let you take him down." Erza said while she stepped back.

"Alright fine," Elfman huffed in annoyance, but conceded. "You're manlier than I thought. I'll let you have this one, but you gotta promise me that…"

"Too bad," Natsu interrupted, turning around as he placed a hand on his right bicep. He knew Elfman was fixing to say to leave some for him. "I'm gonna beat him to a pulp!"

Their attention was grabbed again from the sounds of shifting rocks. They turned to the pile of rubble by the wall where Gajeel had crashed into. A fist broke out and stone fragments were moved aside as Gajeel stood back up. He appeared to be unscathed.

"Nice try Salamander," the iron dragon slayer mocked, "but I'm still standing."

"You won't be for much longer though." Natsu retorted.

Gajeel's grinned widely. "Oh yeah!"

Suddenly, Gajeel rushed forward at blinding speeds. Natsu was unprepared for his opponent's iron-clubbed leg slamming into him. The pink haired mage was thrown back across the floor, forming a crevasse and throwing up rocks and dirt.

Before the Gajeel could follow up his attack the ground suddenly began to shake violently as cracks appeared on the ground and the walls started to crack as well.

"What the hell's going on!?" Gajeel shouted as he wondered where this sudden earthquake came from.

"Is this Master Makarovs doing?" Gray questioned Erza but she shook her head.

"This isn't his doing, it's coming from directly below us!" Titania shouted to everyone as a warning.

The ground began to shake more violently before suddenly, the whole area began to slowly shift and rumble, and it got louder and more shaky all around the place. Both guilds began to lose their footing. The earth between Gajeel and Natsu suddenly roared and bulged out, as something enormous shot out of there, almost towering over the two Dragon Slayers.

He was a large robotic humanoid and had a yellow-armored body looked very much like a robot. His head was similar to a Greek Corinthian helmet with two long ears on it giving him the appearance of an armadillo. He had a gray tail and jackhammer parts on his elbows, wrists and hands, creating the impression that the creature was a digging robot. Despite the mechanical appearance, all of these aspects were in fact biological and natural to this creature's race. His arms, upper arms, and thighs were more chain like. His forearms and shoulders were much bulkier. And on his chest was the Omnitrix symbol.

"You better watch out Phantom Lord!" the figure roared, as he looked to Gajeel. "Because now you're gonna get a serving of 31 different flavors of pain. Courtesy of Armodrillo!"

* * *

**Omnitrix Encyclopedia**

**Talpaedan AKA Armodrillo**

_Armodrillo is the Omnitrix's DNA sample of a Talpaedan from the planet Terraexcava in the Andromeda galaxy. Talpaedans can move through solid earth and rock. Talpaedans are heavily armored and have powerful organic pneumatic drills built into their forearms, which they can use to create earthquakes, shockwaves, dig tunnels, pummel enemies and batter buildings, even mountains down to rubble. Talpaedans have a jackhammer punch, so when they throw just one punch at an enemy, it is like being hit a hundred times. Talpaedans have incredible strength, being shown to throw large robots with ease._

_Even though Armodrillo's armor is highly durable, it is not strong enough to keep Argit's spikes or Zombozo's bowling pins from getting him hurt. A year ago, Psyphon used a weapon that caused Armodrillo's nervous system to go out of control, making him unable to stop vibrating his left arm._

* * *

**At the Top**

Jose was sitting in his throne like chair watching the fight through a lacrima with a frown of displeasure. The reason for this being that Sol had informed him that he had defeated and even killed fairy tail's newest member Ben Tennyson who had begun being recognized as the legion of fairy tail. When he had heard this he was quite pleased that one of Makarov's rising star wizards had been taken down for good but now it seems Sol had been wrong and Ben was still alive, in fact with the way he was fighting it seemed he was just fine.

"I'm going to have to teach that fool Sol a lesson for giving me a false report." Jose said before turning his eyes towards his front door as a smirk grew on his face. He already knew Makarov was already on his way upstairs even without seeing it on his viewing lacrima. He sensed that he was slowly making his way towards him in seemingly no hurry. No doubt wanting to give the fairy tail members downstairs some time to vent out their anger on his guild members and especially Gajeel.

He knew the majority of his members were losing the battle and if Gajeel was the only left that he would be overrun and defeated too but despite that he wasn't worried in the least. After all in the game of chess it doesn't matter how many pawns his opponent took out, as long as the king is defeated. He had seen that the only S-Class member who came with Makarov was Erza. That already put the odds in his favor, since without Laxus and Mystogan they had no back up for fighting him if Makarov falls. Erza could try challenging him alone but even if she was an S-Class wizard and fairy tail's strongest woman, she still has no change at beating him. As far as he was concerned even if Laxus and Mystogan were here and fighting beside her, they still wouldn't be able to beat him. No one besides Makarov could challenge him and hope to win.

"Come and get me Makarov. I'm more than prepared for you. You haven't even realized that you've already fallen into my trap." Jose said tauntingly to himself as he waited patiently for his enemy to make his appearance.

* * *

**Back Downstairs**

Armodrillo then drew his fist back, just as Gajeel was in range… and then launched his fist at him. Gajeel noticed this and launched his iron club at him, preparing to smash through the armor. But what he didn't count on was Armodrillo having the impact of a 100 jackhammers smashing all at once. Gajeel was shot back to the room crashing into the wall, making an embedded imprint of himself in it.

Gajeel groaned as he was about to get back up and seethed at the interruption, "I'm gonna… I'M GONNA FLATTEN HI…"

But it didn't come to pass, as Armodrillo ran up to him, and unleashed a barrage of fissure strikes, burying Gajeel deeper and deeper into the rock, as he roared out, "Where is he!? Where's the French Whack-A-Mole member called Sol at!? Where'd he and that water witch take Lucy to!?"

Natsu blinked at that but he didn't have time to ask as he saw that a huge group of Phantom Lord mages were charging at the two of them, as one of them shouted, "Nobody does that to Gajeel! Take down that Dragon Slayer and the oversized walking tin can!"

"Ben! Stop wasting time on that Iron Garbage Disposal, and help out!" Natsu roared, as his fists ignited.

Armodrillo took one look at the swarm heading towards them, and then turned back to a slightly bruised Gajeel, as he hissed, "I'll see you again…" and then launched another Jackhammer Fissure strike punch at him, crushing the wall around the Iron Dragon Slayer, as it came down on top of him.

He then ran towards Natsu, as he reared his fist, just as Natsu fired his signature move, "FIRE DRAGON BREATH!" and spewed out a massive flame of fire. And once he did, Armodrillo shot his fists into the ground, creating a massive fissure strike that combined with the flames, making a sort of lava tsunami as it struck at the Phantom Lord, sending them flying back in pain. But the process also did a whole lot of damage around the place as well.

Both Natsu and Armodrillo blinked at that, as they realized the destructive combination of their power put together. The two looked to one another, and silently stared to one another, seeming to ask one another if what they saw was real. But then, the two smirked as they shouted, "OH YEAH!/ALRIGHT!/THAT WAS AWESOME!"

"You idiots!" Erza shot out, as she smashed a Phantom Lord mage back with a shield strike to the face. "Ben! Switch out of that form! You're causing more destruction to the Guild than its members! At this rate, you could bring down the entire place on all of us!"

Armodrillo blinked at that, as he realized the situation, "Oh! Yeah. Sorry about that." He then tapped the Omnitrix symbol, flashing in a green light, until he was changed into something new.

The new alien greatly resembled a mix between a grasshopper and a praying mantis with significantly large hind limbs. He had a green film connected to his leg joints and legs similar to Jetray's wings. He had the same green color scheme as Stinkfly. He had a large green horn and wore green overalls with black stripes all over, and wore the Omnitrix symbol on his stomach.

"Let's see if Phantom Lord can deal with Crashhopper!"

* * *

**Omnitrix Encyclopedia**

**Ramvelocian AKA Crashhopper**

_Crashopper is the Omnitrix's DNA sample of a Ramvelocian from the same homeworld that's inhabited by Stinkfly. Most Crashhopper's species are all "grasshoppers, crickets, locusts and things. Due to their relatively large and muscular legs, Crashhopper's species are able to jump extremely large distances. When they jump, they create a shockwave. This species can use their heads as battering rams and can scale walls. This species doesn't have any endoskeleton. Their exoskeleton on their head is as strong as steel. It's full of viscous shock absorbing fluid to protect internal organs. Crashhopper's legs can kick with considerable force, making them offensive weapons in close-quarters. The claws on his arms and legs can dig into hard surfaces, allowing Crashhopper to scale walls and other tall structures. _

_A weakness is that if they get caught in a sticky substance then they're left helpless and unable to escape. Crashhopper's body is not as shielded as it looks. When a missile struck, he started to stroke his head and he was easily hurt by punches from Looma, a Tetramand. It was shown that Crashhopper cannot jump from high altitudes as he was unable to jump from Khyber's Ship to Bellwood because it was too high and would've caused him harm if he had jumped._

* * *

Crashhopper leapt into the air, and smashed into the wall on his feet. He then leapt at a group of Phantom Lord mages attempting to get the others from behind. He rammed in head first, smashing into them like a bowling ball into pins at full speed. He kept repeating this process as he tackled, rammed and slammed himself against the members of phantom, all the while keeping himself moving like a pinball.

Before anything else could be said, the building began to shake violently.

"Everything's shaking." Wakaba noted.

Crashhopper paused and looked up. "What's going on?" He asked. "Don't tell me I'm still causing the place to collapse. I barely hit any foundation beams."

"No this ground shacking isn't because of you, this is Master Makorov's doing. This is what happens when he gets really angry." Cana clarified for him.

"It's called the Giant's Wrath." Macao explained.

"Nobody will be able to stop him now." Nab said confidently.

A few Phantom Lord wizards began to whimper in fear at the power they were feelings coming from upstairs as well as the ground quacking.

"He's going to make the Guild Hall collapse!" a Phantom mage cried.

Crashhopper turned to that mage, and retorted, "Consider it payback for what you losers did to our Guild Hall. Besides I was close to doing it myself."

"When the master gets angry, the master's even manlier." Elfman commented.

Erza, who had Re-Quip back into her Heart Kreuz armor, held up her magic sword and slashed it across the air. "Prepare to fight! We cannot lose as long as Master Makarov is with us!" She declared.

* * *

**Upstairs **

**Top of the Tower**

Master Makarov had just activated his giants wrath as he was closing in on Jose. It been a bit of a long walk up the stairs but he wasn't in a hurry. After all if he ended the war against phantom this quickly then his children downstairs would complain about not having dealt their own payback on phantom.

Now however he had made it up stairs and was walking down the hall that lead to where Jose is. His body was flaring with what looked like a mixture of light and lightning magic that was reflecting his anger. His cape and what little hair he had on his head were swaying around like if he was in a storm. The ground beneath him shattered with every small step he took. Quite frankly it was amazing the floor didn't cave in with how much damage it was taking.

After a few moments he reached the door to where Jose resided and proceeded to walk through it by blowing the entire wall to pieces. As the rubble fell to the ground he looked ahead to see Jose lying in his throne with a smirk on his face and being not the least bit bothered by the destruction he was causing or the amount of power he was releasing.

"JOSE!" Makarov shouted in a voice that was deeper and echoed most likely due to his magic as he walked towards him.

"Welcome Makarov, I was wondering how long you were going to make me wait." Jose greeted almost politely.

"Why are you attacking Fairy Tail!? TELL ME!?" Makarov demanded as he stopped just a few feet in front of him.

"I haven't see you in quite a while Makarov, it's been six years since we've last seen each other. I believe it was during that guild conference 6 years ago that we last saw one another." Jose began while ignoring the question. "I was a complete mess back then, I just can't seem to hold down liqueur as well as the rest of you."

An a fit of anger Makarov reared his right arm back as it grew to a larger size before he quickly swung it forward as it seemed to stretch and pound Jose into the wall behind him as a dust cloud formed from the shattered concrete.

"I didn't come here for small talk you bastard, I came here for answers and I want them now!" Makarov stated as his aura of magic power was now gone since he calmed himself down.

When the dust cloud cleared his eyes widened in surprise at seeing Jose standing unharmed. However his surprise turned into annoyance when he saw Jose's body momentarily fade like a tv channel that received static interference before it regained it's quality appearance.

"A projection!?" Makarov said with anger and annoyance. "You coward, I should've known you wouldn't have the courage to face me!"

"It's not fear, I'm simply trying to avoid a fight between two of the wizard saints. Especially since I don't' want to completely destroy my building. In spite of all this I prefer a more sensible victory without having to make all the commotion." The projection Jose stated while still having his superior smirk displayed.

"Why are you hiding!? You attack the guild and my children and then hide when I come to face you! Come out here and fight me like a man!" Makarov challenged.

Instead of answering his challenge, a new projection began to appear in front of Jose's feet. Eventually it materialized to show Lucy with her hands tied behind her back and unconscious on the floor.

"Lucy? But why do you have her?" Makarov questioned in surprise and confusion at seeing her.

"Why you ask?" Jose said with a raised eyebrow "You mean she's a member of your own guild and you don't even know? I'm surprised that miss Lucy Heartfilia never told you the truth?" he finished his words by aiming his hand towards her as a magic circle appeared in front of it in clear preparation to attack her.

Makarov's eyes widened in worry. "NO DON'T!" he shouted while moving forward when all of a sudden he heard a noise from behind him and turned to see that someone had snuck up on him.

He is an extremely tall and massive man with tanned skin. He didn't seem to have visible hair, and possessed a rectangular, elongated face with prominent cheekbones, which has his rounded chin jut downwards, something that somehow negates the somewhat angular look his face would have otherwise. A thin, vertical dark line is present on his chin, crossing its whole length up to his lower lip, and his nose is flat. His upper body is covered by a large, loose green coat sporting white edges, which is closed around his neck, sporting a wide and high collar, but left open on the front below it, revealing a pale red, similarly loose and ruffled pale red shirt, with its high collar, split in three horizontal straps circling his neck, being held closed by an equal amount of buttons, one for each strap. Appearing from below such shirt is a similar robe, seemingly yellow in color, which almost reaches down to his feet, revealing an extremely loose pair of pants with prominent hems and a pair of simple, dark shoes. His outfit was completed by a top hat sitting on his head, matching his coat in color. However the strange thing about him was that he was wearing a blindfold.

This was Aria the strongest member of the Element 4 and user of air magic.

'Where'd he come from!? I didn't even sense his presence!?'Makarov thought to himself before he saw that the guy began to cry and have tears come out through his blindfold like a miniature waterfall.

"It's so sad! So sad!" The mystery man said before a flash of light was emitted from him, blinding Makarov before he was overcome with pain and blown through the floor and down below.

* * *

**Back Downstairs **

All of a sudden, everyone's attention was grabbed as they heard a scream from above and saw something was falling from the ceiling and about to crash into the ground below.

"What is that?" someone asked.

"It's falling from the rafters."

Crashhopper who was looking up along with the others got a good look and paled, "It's Gramps!"

He leapt forward, smashing away some Phantom Guild members in the process, until he was in position. Then he hopped straight up, as he caught Master Makarov and landed safely on the ground with the Master in his arms. Everyone rushed over to see the Master still in Crashhopper's arms, and even the alien bug paled as the others did too in horror. His skin had turned into a sickly green color, as well as his eyes and hair, only a lighter shade.

"Gramps!" Natsu shouted.

"Is he okay?" Crashhopper asked in panic.

"Master!" Erza yelled in worry.

Happy, Gray, Natsu, Erza, and Cana immediately came to Makarov's side. Erza scooped him out of Crashhopper's arms and into hers up in a cradling position.

"M-m-my m-magic power…it's…" Makarov stuttered, struggling to form a sentence.

"Master," Erza said softly.

"What happened to him?" Cana asked.

"I don't know." Gray said. "But I don't sense any magic energy coming from him at all."

"That's bad," Crashhopper turned to Gray, "Right?"

"Gray," Elfman said in disbelief, "are you saying he's just an ordinary old man now?"

"No, that can't be!" Happy exclaimed, ready to break out in tears.

"Come on Gramps," Natsu encouraged, "you can pull through this."

While the Fairy Tail mages were focused on Makarov, Gajeel picked himself up from the pile of rubble. He wasn't injured too badly, only a minor bruise on his chest. However unknown to him was that there were micro cracks on his iron scales from Armodrillo's assault all over his body.

As the rest of the Guild was distracted, he leaped up into the rafters. He stuck his spiked heels into the wooden beam so he could stand upside down with his arms crossed.

"Hmph," he mumbled as his skin returned to normal, "I guess the fun's over and just when things were starting to get good. I really wanted to get some payback on that Take-Over mage."

"I don't understand." Gray said. "Gramps is so powerful, how did they beat him?"

Ben turned his gaze from Makarov to the ceiling. He could see a straight shot all the way to what he presumed was the top floor, where whoever did this to Makarov would probably still be.

"Only one way to find out." Crashhopper stated, as he suddenly leapt into the air.

Once he got high enough, he could only spot the slow retreat of someone into the shadows. But another figure soon got into his face, as Crashhopper blinked at the sight before him and oddly enough, the guy was crying, as he whimpered, "It pains to see your master's defeat, as well as your own."

Crashhopper blinked, "My defeat? What the…?"

"But alas, all things must come to an end," the man said, as he clapped his hands forward at Crashhopper, "AIRSPACE: METSU!"

Suddenly, Crashhopper was sent crashing into the ground, as they all gathered around him, as Cana asked in deep concern, "Ben! Are you alright!?"

"HE'S GREEN!" Happy cried out, as tears streamed down his face, as he cried. "WHATEVER THEY DID TO GRAMPS, THEY DID TO BEN! NOOOOOOOOO!"

Crashhopper stood up, as he looked at Happy, seemingly unfazed by what the big floating man had done to him, "Happy! I always look green when I'm in this form!"

All of them blinked at that, as Cana asked, "What? You mean you're not weakened? Your magic's not taken?"

"If it was, I wouldn't still be in this form. Now would I?" Crashhopper asked before he thought to himself. 'I guess it's a good thing I'm not a wizard, if I was then I would be like how Makarov is now. Thank you alien biology,' But then he looked up, "Although, I have to admit this was insulting. A guy like that beating Master Makarov… we're definitely gonna have to pay him back."

However, any chance of invading the upstairs was completely crushed as the other Phantom Lords begin to rally.

"Their master's been defeated!" a Phantom Lord mage shouted.

"For real?" A second mage asked.

"He's out!" A third one shouted.

"You guys," one said, "We can beat 'em."

"Yeah, we can take these flies!" another added.

Erza, with a tear in her eye, turned to the Phantom mages. She had heard them speaking and knew that with the master out, their spirits would be revived. _"This is not good."_ She thought.

"LET'S GET 'EM!" One cried out.

The now recovered Phantom Lord wizards all charged and attacked Fairy Tail. Natsu quickly lite up his fists with fire and punched a Phantom mage who tried to jump him.

"Don't you start getting cocky!" the Dragon Slayer exclaimed.

Being taken surprise by Phantom's attack, Ben quickly tapped the Omnitrix symbol and transformed back into Armodrillo. He shot into the earth, almost like diving into a pool at that moment. Suddenly, all the Phantom Lord guild members popped into the ground, like little daisies, as Armodrillo was hollowing out the ground underneath them. Once they were all in, he shot back up to look around for more.

Though this wasn't going to be easy, as Phantom was beginning to gain the advantage due to Fairy Tail's fractured spirits. Though Ben could handle himself just fine against these Phantom creeps, he knew that now that the master was down, they had lost their advantage. Continuing the fight would only cause more injuries and led to defeat. Plus from what he knew, none of the element 4 had joined the fight for strange reasons. But if they showed up now Ben knew they were going to be in real trouble.

Erza realized the same thing as Ben as she surveyed the battle. 'We can't do this. Without the master we aren't strong enough and our morale is dangerously low,'Erza thought. "We must retreat!" Erza commanded. "Everyone, back to the Guild at once!"

Natsu tossed away a Phantom wizard and stared at Erza incredulously. He wasn't the only one. Gray, Loke, and Elfman looked at her with shocked expressions.

"Erza?" Loke stuttered.

"No way!" Gray protested. "We can't give up!"

"Real men never retreat!" Elfman added while tossing two phantom wizards.

"I still got some fight in me." Macao muttered with a small flame emitted from his fingers. He was banged up and had Cana under his shoulder to support him.

"Me too," Cana concurred while raising some cards.

"Guys," Armodrillo walked towards them. "I don't like retreating either but we've lost the upper hand. Makarov is down and mostly everyone is getting worn down from the fighting. If Jose and the Element 4 attack us now then we'll be overpowered in no time. Besides we can't keep Makarov in this battlefield, he needs medical attention now!"

"Ben is right. Now retreat!" Erza shouted. "That's an order."

* * *

**Meanwhile**

Along the rafters of the Phantom Guild Hall, Gajeel watched as Fairy Tail fled out of the building. While still hanging upside down, he sneered as Fairy Tail began to fall back."There they go." He noted. "I knew it wouldn't be long before those gutless cowards gave up and started running for their lives."

"They're retreating with sorrow in their hearts." Aria said.

Gajeel flipped back up to stand on the girder next to Aria. "Aria, I can see you're creepier than ever." He commented. "I gotta commend you for taking down that Fairy Tail geezer."

"I just followed Master Jose's orders." Then, a waterfall amount of tears began to pour out from beneath his blindfold. "But…thank you!" Aria sobbed.

"Why are you always crying? Geez cut it out!" Gajeel said annoyed. A malevolent grin then grew on the iron mage's lips. "So, what happened to that Lucy girl?"

From below, Natsu's keen hearing had picked up what Gajeel had said. He immediately turned to look up at him.

"She's been captured," Aria replied. "The poor wretch is being held in a gloomy cell at headquarters."

"So much for giving her a warm welcome huh?" Gajeel joked smugly.

"No way," Natsu whispered, stunned over this new information.

"Is there something wrong?" Happy asked in concern.

Natsu didn't respond as he glared up at the Iron Dragon Slayer. "GAJEEL!"

Black Steel looked down at Natsu and smirked. "We'll finish this someday, Salamander."

Aria extended his right arm behind Gajeel, and then both wizards vanished into thin air.

"Everybody out!" Erza yelled, as flocks of Fairy Tail mages ran past her, bolting for the main gate. "Let's go!"

"No way! I'm not falling back yet." Gray claimed stubbornly. "They're gonna pay for what they did."

Erza came forward and gently lowered Gray's hand. "Please," she begged.

Gray's eyes widened in shock; he certainly wasn't expecting _this_ from the toughest woman in Fairy Tail. She put her face into his chest, tears streaming down her face.

"We need him," She continued, her voice quivering in-between her usual commando tone and sobbing. "But we don't stand a chance without the master."

Without a word, Gray gave in. Erza lifted her tear-filled face from his chest as both mages sprinted for the door.

Fairy Tail ran out the main doors as they retreated. Armodrillo, who was following at the rear, looked back to see a swarm of Phantoms still chasing after his friends. The robotic lifeform turned to face them, and smashed his fist into the ground, letting loose a powerful blast of earth at them. As a result, a giant hole formed in the floor between him and Phantom Lord, blocking any attempt for them to continue their chase. Those who were unlucky fell into the pit to his satisfaction.

"That outta hold 'em back for a while," Armodrillo said, and then tapped his Omnitrix symbol, returning him back to human form.

Ben was just about to follow the others until he noticed a certain Dragon Slayer and flying cat were still in the Guild Hall.

"What are they still doing here?" Ben wondered. He immediately activated his Omnitrix to select a new form quickly.

Once Natsu and Happy were outside, they were gonna go find Lucy. However, they stopped as something came through the ground and stood in front of them.

Fading into view was a blue jellyfish-like being with six long tentacles that function as two pairs of arms and a pair of legs. It had green eyes with no pupils and white swipes on his body, resembling lightning streaks. His firms were pointed and on chest was the Omnitrix symbol.

* * *

**Omnitrix Encyclopidia**

**Amperi A.K.A AmpFibian**

_Amphibian is the Omnitrix DNA sample of an Amperi, a species of jellyfish-like beings from the Andromeda Galaxy. Amperi are masters of the electromagnetic spectrum, with the ability to produce, absorb and redirect electricity. Amperi who are well trained can sense the electrical pulses in the brains of other life forms, allowing them to read their thoughts. Amperi move by floating gently through the air, flying more quickly, or by becoming pure electrical current and traveling along power lines. Amperi can breathe underwater and swim at high speeds. Their limbs are capable of stretching themselves many times their own length and because their bodies have no bones they're able to enter tight spaces._ _One of their weaknesses is that if an Amperi is using electricity while only partly in water, they will shock themselves outcold._

* * *

_At first Ben could only use the electrical abilities for fighting but after training the past year he can know use them for defense and has learned how to read peoples thoughts._

"Ben?" Natsu said with a cocked brow after he saw his watch's symbol on his chest and figured at had to be him. "What are you still doing here?"

"I could ask the same about you and by the way, in this form the name is Ampfibian." The alien now identified as Ampfibian replied.

"Natsu says he's planning to rescue Lucy!" Happy exclaimed. "He overheard Gajeel talking to one of his Guild mates about how she's being held in their headquarters."

"Yeah I know," AmpFibian admitted, as he pointed out. "That's why I came here when I learned it was Phantom Lord responsible for the kidnapping. To tell you guys straight out and hope we could find her. Did that Gajeel jerk say where their headquarters was located?"

"No," Natsu shook his head. The Fire Dragon Mage then turned his attention to the clique of Phantoms still trying to get out of the hole in the ground. "But I think one of them might."

The Fire Dragon Slayer stomped over to the nearest Phantom member and grabbed the hem of his shirt, pulling him to the ground.

The man looked up fearfully. "No!" he screamed, "The Salamander… and the Legion of Fairy Tail!"

"Hey," Happy shouted angrily, "I'm here too!"

AmpFibian glowered coldly at the man. "You and I are going to have a nice chat." He said in a sinister, eerie tone.

The phantom mage shook off his fear and then gave a stubborn look "I'm not telling you two anything!" The mage stated.

"Trust me," AmpFibian stared deeply into the Mage's eyes, "If you don't tell us what we want to know… you're gonna wish that you did by the time I'm done with you."

* * *

**Later On**

Later, a mile outside the Phantom Guild Hall, Natsu, Ben, and Happy were walking across a rocky terrain, the former dragging the same Phantom mage he grabbed earlier behind him. In the distance were jagged, spike shaped mountain peaks.

"So what are we gonna do now?" Happy inquired, flying right by Natsu's side.

"Isn't it obvious?" Natsu replied. "We're gonna rescue Lucy."

"Only thing is, how do we get this guy to talk?" Ampfibian questioned.

The man struggled against Natsu's iron grip, but his attempts were futile. The Dragon Slayer was too strong for him to overpower.

"Alright, pal," Natsu said, "where is she? Tell me!"

"How should I know?" the mage choked out. "I don't know anybody named Lucy."

In response, Natsu ignited the man's body on fire, which shocked Ben to a certain extent. The flames weren't hot enough to kill, but certainly hot enough to cause pain. The Phantom began to cry out as he writhed in pain.

"I don't know! I don't know!" he cried out.

"Start talking!" Natsu snarled.

"I already told yah, dude, I don't know nothing!" He replied hysterically. "Now please put out the fire!"

"If any of you Phantom guys hurt another one of my friends, I swear I'll burn every one of you into a pile of ashes!" Natsu threatened, his fury boiling out of him and into the flames covering the Phantom mage, which in turn caused the temperature to rise.

'Natsu's certainly protective of his friends, although I can clearly see that he's merely bluffing about killing him in a fiery inferno,' Ben thought.

The man screamed louder as the fire became hotter and more unbearable. "AHHH! Please, I'm telling yah man, I've never heard of this Lucy chick! If I did I would've told yah by now!"

"Funny you should say that because I was thinking I should've burnt you to a crisp by now." Natsu retorted irately as he turned up the heat.

"Aye," Happy agreed.

"That's enough Natsu." AmpFibian said.

Natsu and Happy stopped, the former extinguishing the fire on the Phantom mage's body, much to his relief

"We need him to spill where Lucy is!" Natsu shouted angrily.

"Yeah I know but I think I could do better in getting what we need." AmpFibian said as he pushed Natsu aside and came face to face with their captive.

AmpFibian floated toward the mage, who was now trembling in fear. "Please, don't hurt me!"

"Just tell us where Lucy is being held and I won't," AmpFibian blubbered.

"I don't know!"

"Funny," AmpFibian said, as he cocked an eyebrow. "I think you know more than you're letting on."

He reached to the Mage's head with all four of his tentacles, and clamped on tightly. Suddenly, blue electricity surged between him and the Mage, as it danced from him to the Mage. For a few seconds the two remained linked, and then the electricity pulled back into AmpFibian, as he pulled away.

"He really doesn't know anything about Lucy. But he does know where the location of their headquarters is. That's where she should be right now!" AmpFibian answered, as he looked to Natsu and Happy.

"You should've said that to begin with!" Natsu yelled at the stunned Phantom Lord mage, still looking away from the scene.

Satisfied with his response, AmpFibian tapped the Omnitrix dial, transforming back to Ben. Natsu and Happy turned around and were shocked to see the man lying on the ground, shaking in trepidation.

"What did you do?" asked Natsu.

Ben turned to him. "I used AmpFibian's powers to hack into his head, and read his mind. But that's beside the point. Let's go rescue Lucy!"

* * *

**At That Time**

**Phantom Lord Headquarters**

Situated at the top of rocky hill was Phantom Headquarters. Lying in a melancholy, stone walled prison cell was Lucy, her hands bounded behind her back. Lucy's brown eyes finally began to flutter open.

As soon as she regained full consciousness, she instantly sat up with wide eyes and blinked a few times. The Celestial mage was shocked and bewildered of where she was.

"What the?" she remarked. "How did I get here?"

Suddenly, a figure appeared outside the cell, looking in through a small iron-barred window with only the lower half of his face visible.

"So you're finally awake." The man said. "I was getting worried about you, Lucy."

Lucy turned to the door, and asked, "Who are you?"

The metal door opened and revealed a tall, slim man with long, straight black hair that reached his shoulders. His lips were dark colored while his face was long and sharp. His attire consisted of a purple jester-like coat with a high collar, two dark blue prominent wings similar to a bat's on his back, a plain white shirt, and a purple witch-like hat bearing Phantom Lord's symbol.

He looked at Lucy with narrowed dark eyes and a malign smile. "I am Master Jose Porla," he answered, "of the Phantom Lord Guild."

"You're with Phantom?!" Lucy shouted angrily.

The blonde mage then experienced a flashback. She remembered getting trapped in a sphere of water, courtesy of Juvia the rain woman, a member of the Element 4, and passing out inside of it.

"I would like to apologize for this dingy cell," Jose said, stepping into the cell, "being tied up must be degrading. But I'm afraid I had no choice my dear. That is how you treat a prisoner after all."

"You're the jerks who attacked my friend Levy!" Lucy yelled, ignoring Jose's prattle. "You better let me go. My friends are gonna come looking for me."

Jose turned away, rubbing his chin in fake thought. "Depending on your willingness to cooperate, I'm fully prepared to treat you as a distinguished guest rather than a lowly prisoner."

"What do you mean by that?" asked Lucy when all of a sudden she noticed a pink centipede crawling on her leg, she shrieked in a girlish manner. "Awww! YUCK! The bug crawled on me!"

Jose smiled smugly. "See? You don't want to stay in here do you? I have a fully decorated suite ready for you, if you promise to behave."

"Why does your Guild keep attacking us?" Lucy demanded, not listening to Jose's offer.

"Who is "us"? Oh! I'm sorry are you talking about Fairy Tail?" Jose inquired in a mocking tone. He smiled sinisterly, showing off his pearly white teeth. "It was a means to an end and that's all."

Lucy continued to stare at Jose determinedly. "What?"

"You see we were working to our main objective of acquiring a certain someone." The Phantom master explained. "They happened to be a member of Fairy Tail so if we have to destroy the Guild to get a hold of them, then so be it."

"Who are you talking about?" Lucy questioned not understanding what he was saying.

"Well my, my you're such a naïve young lady," Jose remarked, "not at all that I would expect from a debutant." Lucy lightly gasped while her eyes widened considerably. "I'm talking about you of course." He continued. "Lady Lucy, the daughter of the wealthy Heartfilia family."

The Celestial wizard regained her composure and looked back at the Phantom Guild master, but not with the same fire in her eyes as before. "But… how did you find out about that?"

"Yah know I'm surprised you never told your fellow Guild members the truth." Jose admitted. "And I don't understand why the daughter of a wealthy tycoon would stoop to such dangerous work as wizard-ing for such a low-class Guild. Do you?"

"I've…been kidnapped?" She implied.

"No my dear, I promise it's not like that." He replied. "We're not looking for ransom money; we're just doing our job. We were hired by your father to bring you home to him."

In response, Lucy gasped in shock as her face paled a bit. "No." she quivered, her head hanging low. After a moment, she found her voice, and said to no one in particular, "I don't understand. Why would he want me back?"

"Why do you seem so confused? Any father would go looking for the daughter who ran away from home." Jose replied.

The blonde mage's eyes were closed as she clinched her teeth together, trying to keep herself from crying. "No… not him. Honestly I'm shocked he even noticed I was gone." She then snapped her head back up to Jose, her eyes burning with fury. "I'm not ever going back to that house! I don't want anything to do with him!"

"Oh dear, I should've known you would be problematic." The master of Phantom Lord commented, his creepy smile never wavering.

"Well then, you might as well let me go." Lucy stated.

"I'm sorry but I can't do that." He responded.

"Please, I need to go to the bathroom." She said, a sweat drop falling from her brows.

"Give me a break. You don't think I would fall for the oldest trick in the book, do you?" Jose muttered.

To make it seem real, Lucy began to squirm around. "No, please." She begged. "I'm dying here."

Jose grinned. "Fine then," He then brought a bucket out thin air and laid it in front of her. "Go ahead."

"A bucket!" the Celestial wizard cried incredulously.

Jose chuckled in amusement. "I'm ready for any trick you may throw my way."

Lucy sighed, and then stood up and wiggled behind the bucket. "Guess it'll have to do it." She conceded.

"You're gonna use it!?" Jose shouted dumbfounded. His left eye began to twitch as he grinded his teeth against one another in disgust. "Well… I have never met such a vulgar young lady!" He turned away. "I'll turn away because I'm a gentleman."

Lucy smirked in victory. She then kicked Jose right between the legs with a kick at full force. As a result, Jose cried out in pain and collapsed to the floor, his legs clinched together as he writhed in agony.

"You know," Lucy retorted, "there's a reason old tricks are still around, because they work!"

Lucy then got up, glanced back and winked. "Bye! Take care, kay?"

Lucy bolted for the nearest exit, which happened to be a large opening that led outside. However, she quickly stopped when she saw the opening was actually a window that appeared to be over ten stories up. She let out a collective gasp of fear, the cool wind blowing against her body.

Jose grunted as he steadily stood back up, though he was still clutching his groin area. "Oops! I forgot to mention…this cell is several stories high." With pained effort, Jose slowly walked to her. "I must admit, you got a number on me, young lady."

Lucy glanced down at the ground far below. She shut her eyes as painful memories of her father returned to her. "But you're not gonna get away with it." Jose continued, an uncanny smile reappearing on his black lips. "You will be punished. I'll show you just how terrifying Phantom Lord can be."

Lucy's face turned into rock hard determination. With a deep inhale, Lucy did the unthinkable. She let herself fall backwards and fall over the edge. Jose, as a result, gasped from absolute shock.

As the blonde mage plummeted to her doom, she thought, _"_I heard him… Natsu, in the distance. I know he's here."

"NATSU!" Lucy screamed, letting go of all the air in her lungs.

Suddenly, Natsu came running across the rocky terrain at full speed, dragging Ben along with him on his hoverboard, as he held onto the pink-haired mage's belt. Both of their faces contorted with fortitude.

"LUCY!" both Natsu and Ben shouted, as he slammed the Omnitrix, and transformed in a green flash.

Ben's entire body shifted and mutated. His entire head was encased in a black carapace as four tentacle-like eyes popped out. His arms grew spindly as another set grew and his legs changed with them. His torso was covered in white carapace as a black abdomen grew out from his tailbone. A pair of orange wings sprouted from his back while the symbol of the Omnitrix appeared on his face.

"Stinkfly and Natsu to the rescue!" the alien insect grinned as he buzzed in the air with Natsu in tow.

* * *

**Omnitrix Encyclopedia**

**Lepidopterran A.K.A. Stinkfly**

_These aliens hail from a swamp-like world. They have the ability to see in four different directions and have the ability to shoot high pressure liquids from those eyes and even lasers. The liquid can range from a flammable fluid to an immobilizing jelly. Their claws and stinger make for a good melee weapon as their stingers are capable of piercing through steel without much effort. A weakness they have is their inability to swim and if water touches their wings, they lose the ability to fly. An odd annoyance to this species is the foul body odor they excrete, hence Ben's name for it. They are capable of flying at high speed but not as fast as Jetray and despite having a strong exoskeleton their wings are very fragile._

* * *

Miraculously, Natsu caught the blonde haired mage in his arms but the momentum from this flight sent them both and Lucy crashing into an old brick wall; however, Natsu made sure to take the full impact for Lucy while Stinkfly unfortunately took the blunt of the crash for both of them.

"Whoa," Happy breathed, "Natsu caught her!"

Stinkfly groaned as he flashed back into Ben, who groaned as well, "You know. Sometimes it's good to have an exo-skeleton."

When the dust cleared, Lucy was lying on top of Natsu; her big breasts were actually pressed up against his face. Ben sweat dropped from this scene, feeling very awkward at the moment and glad that it wasn't him in the position. Although a part of him did feel curious.

"Looks like we made it just in time." He mumbled through her chest.

"Yeah." she said weakly, "thank you. I knew you'd save me."

A moment later, Natsu untied the rope from Lucy's wrists. "There you go. Are you okay?" He asked feeling very concerned for his partner.

"Yeah," Ben said. "You did just fall several stories down."

Lucy nodded, but with a downcast expression on her face. "I think so."

Ben looked at her closely. He didn't know what, but something wasn't right with Lucy. She seemed so desolate, and he doubted it was because she fell. Something had happened while she was in Phantom's clutches.

"That's good news." Happy replied. "Okay, we better head back to the Guild."

"What? That's their headquarters! Let's get 'em!" Natsu protested.

"We can't!" the blue cat disputed. "Erza told us to retreat!"

"Because she's a wimp! I'll face those guys myself if I have to."

"Natsu," Ben said sternly, "Happy's right. We need to leave. You saw what those guys did to the master."

"Exactly! That's why I wanna get revenge!" The Dragon Slayer declared.

"But you're not strong enough to fight them all on your own!" Happy argued.

"Who said I was going alone? We have Ben here to help out," Natsu pointed out.

"Forget it Natsu, I may be strong but I'm not sure the two of us could beat Jose. We're going back to the guild right now before anyone else gets hurt."

"Oh come on!" Natsu protested.

"I'm sorry," Lucy whimpered weakly, clutching the end of her blue skirt. "I'm so sorry." Ben, Natsu, and Happy quickly ceased their quarreling and turned to Lucy confused. Their eyes widened a bit when they noticed she was beginning to cry. "All of this… is my fault. But I don't wanna leave. I wanna stay with you guys." She choked out through the tears, turning to face them, and crashed into Natsu's arms.

The trio looked at her in worry. "What's wrong? You're crying. Why are you upset?" Natsu asked.

"You can tell us." Happy said softly. Lucy didn't respond as she continued to cry.

"You're one of us. You don't have to leave." Natsu added. He then looked to Ben, as he smirked, "You too, Ben. case you were wondering."

Ben smirked at that. "Yeah well don't expect me to join your team. I'm still going solo until I find my own teammates to join me. Now c'mon let's get back to the Guild before everyone worries about us. Besides I'm concerned about Makarov and want to see if we can help him recover." Ben said as he turned and started walking back.

Natsu rubbed the back of his head sheepishly. "Yeah okay, I guess we outta." He conceded. He turned to her. "Okay Lucy, time to get up."

"Don't be so rough with her. Remember, girls are delicate." Happy chided.

"Okay, I'll carry you on my back. Is that cool?" Natsu asked the blonde girl.

Lucy only cried in response, as she buried her face into his chest.

"Ahh," Happy moaned, "look what you did. You made the poor girl cry again."

"I was trying to help." Natsu replied as he placed Lucy on her back, crossing her legs over his waist while she wrapped her arms around his neck, her teary face buried into Natsu's shoulder.

"I think she would've cried anyway, Happy." Ben noted.

The bearer of the Omnitrix, Fire Dragon Slayer, and the blue flying cat sauntered down the trail they came from, leaving the Phantom headquarters in their wake.

* * *

**Back in Phantom Lord Guild**

In the gloomy cell, Master Jose was still on his knees, holding his bruised and sore crotch in agony. He began to hiss in anger until suddenly his form was shrouded by menacing purple-black magic energy.

"SHE MADE ME ANGRY!" Jose bellowed furiously and his face seemed to look more twisted as his dark magic suddenly erupted around him. "HER FATE, AS WELL AS ALL OF FAIRY TAIL, IS SEALED!"

* * *

**2 Hours Later **

**Back at the Fairy Tail Guild**

**Underground Hall**

Inside the Fairy Tail Guild Hall, the majority of the Guild was sitting at various benches and nursing the injuries sustained in the battle against Phantom Lord. The morale amongst most of the group was low, and for good reasons. Master Makarov had been defeated, stripped of his magic and was very sick. In addition to making things worse, they'd had to retreat from their fight with Phantom. As everyone crowded around a table in hopes of hacking up a plan for a counterattack, Ben, Natsu, Happy, Gray, Elfman and Lucy were by a wall. The latter was sitting on a barrel in dismay. The whole group had looks of thought plastered on their faces. Once Ben, Natsu, and Happy had arrived back at the Guild, with a quick punch from Erza for Natsu and surprisingly a gentle scolding for Ben, they had been informed that Makarov was taken to a medical expert named Porlyusica who Ben didn't know but Erza did along with a few others. When he asked what Porlyusica was like, Erza just said she was someone you could count on in healing others. After that they all saw how everyone else was doing before they sat where they were and Lucy told them how she was captured and why Phantom Lord had kidnapped her in the first place.

It turned out that Lucy was part of a very wealthy family: the Heartfilias. However, her father, who was her only living parent and relative, seemed to care little for her and she ran away because of it. But now, her dad had apparently hired Phantom Lord to bring her back to him. What Lucy and the others couldn't figure out was why. If he didn't care for her at all, much to what she told them, then why send Mages after her?

Ben, who was leaning against the wall not far from Lucy, looked at her with concern. Since they'd rescued her from Phantom's clutches, she had been blaming herself for everything that had happened. Deciding to break the ice, he looked over to her and reassured her, "Don't worry. We'll get them back for this." He was referring to Makarov. "Seriously, Makarov's tough. He has to be, considering that this guild is what he puts up with every day of his life."

That did little to help Lucy as her head sunk lower, as she mumbled, "I know. But I'm not worried about that." She paused, appearing to be on the verge of crying again. "It's just… this is all my fault. Levy and Shadow Gear getting hurt, the guild being damaged, you almost got killed by the Element 4…"

"Whoa whoa back it up." Ben suddenly said as he made a letter "t" with his hands signifying a time out. "First of all that guy weirdo did not come close to killing me. Just because he crushed me with some boulders and then buried me alive does not mean he came close to killing me. The idiot didn't even check to see if he finished the job. I got to survive just fine so don't blame yourself for that or any of the other stuff that's happened."

"But this all happened because they were after me." Lucy said dejectedly.

"You can't think this is all about you." Ben said getting her to look at him. "From what we know Phantom has always been on edge with Fairy Tail so this whole mission about taking you back home is nothing but an excuse for them to use so they can attack us like they've probably always wanted too."

"Besides being targeted by powerful people is just one of the downsides of being rich," Elfman stated. He then smirked proudly. "At least you're protected by a real man like me."

Gray glowered back at him. "Hey! Would you give it a rest already!?"

"Yeah, you're not really helping with this Elfman." Ben pointed out.

"I gotta say I was pretty shocked when I heard the news. I mean about Lucy's background," Happy confessed, standing in front of her, a little kitten looking up to a giant. "Why'd you hide the truth from us, Lucy?"

"I wasn't trying to hide anything." She replied, looking to Happy and the others as she explained. "I mean, there's no way to bring up that I'm a runaway in casual conversation. I've been gone for nearly a year and my father hasn't cared." But then she became angered, as she remembered her father, as she seethed, digging her fingernails into her arms, almost like she was trying to draw out blood. "And now, all of a sudden, he wants to force me to come home? He's done all those horrible things just to bring me back. I hate his guts! I HATE HIM!"

Ben, along with the rest of the group, looked at the blonde mage with sympathy. The teen hero felt bad for Lucy that she had such a childhood, let alone such a father like that. No father should do that to their children. It was moments like this that made him happy that he had a grandfather and father like his. But he had to wonder, as he looked all around the Guild, and even at Natsu and the others, and a question popped up in his head: did all the Fairy Tail Mages have a hard past before joining the Guild? Though he has only been in the Guild and this world for little more than what felt like a month now, Ben was beginning to think so.

"Still, if I hadn't run away in the first place, none of this would have ever happened." Lucy said dejectedly.

"Come on, don't be ridiculous," Elfman argued. "Your dad's the one to blame."

"Idiot!" Gray yelled smacking him in the back.

"Uh…" the brute stuttered as he quickly corrected himself. "I mean that it's Phantom's fault!"

"No," Lucy said, as she stood up, looking rather determined, "I'm the one who brought trouble to the Guild because of my own selfish choices." She then got up shaking nervously "I'm so very sorry. I'm just gonna go back home and hopefully this will all be over."

"Noo!" Happy cried out, as he flew up, and hugged her, begging her not to leave, "You can't leave! You're a part of Team Natsu! Our family! Don't abandon us!"

"Happy…" Lucy whispered to the little cat.

"And I seriously doubt that if you go home, things will die down between Fairy Tail and Phantom Guild." Ben countered softly, as he looked to the others. "From my experiences, a group like Phantom Lord won't give up just like that, just because the job's over." He then crossed his arms, "That and Happy told me you kicked Jose in the balls. And from what I've heard, this Jose guy is hardly the forgiving type."

"Ben's right Lucy," Natsu added, smiling brightly. "Besides, I can't see yah playing the part of the pretty princess lying around in your mansion."

Lucy stared at the Dragon Slayer, her breath trapped in her throat, as she looked to everyone who stood by Natsu. "Laughing with us in this filthy Guild Hall, going on adventures even though you freak out all the time, that's who you really are." Natsu proclaimed.

"And from what I hear, you whine about when they make a mess at your place, or when a job goes south," Ben added, as he pointed out.

The Celestial wizard turned away, taking in everything Natsu was saying, as he went on. "You said you wanted to stay with us. Why would you ever go back to the place you ran away from? C'mon, who are you trying to kid? You're Lucy of Fairy Tail. No more running cause you belong here with us."

Lucy looked back up at Natsu, her lower lip pouting out and a few tears trailing down her face. There was no question about it, she was definitely gonna cry again. Ben looked from her to Natsu and nodded, commending him on what she needed to hear. Gray, however, was rubbing the back of his head sheepishly… whilst Elfman shivered in fear.

Ben turned to look at him, and asked, "You okay?"

Gray took notice of it, and grumbled, "Ah c'mon, don't cry. It's just not like you."

"Please!" begged Elfman. "Real men are weak against womanly tears!"

Ben chuckled, as he wondered off, as he looked around the place to see if someone had needed some cheering up. At the moment, he spotted Cana and Mirajane by the bar. Apparently he had learned that they were trying to get a hold of any of their S-Class Mages. He learned of one named Gildarts who was the ace of fairy tail. He was said to be a Mage who's very touch could shatter an entire city. However, he was off on a long quest and was unavailable. The other one Mystogan, a really mysterious wizard, was their only option. Ben took notice that Cana was using her set of Magic Playing Cards up in front of her, trying to at least establish a connection with Mystogen. So far, she seemed frustrated.

"No luck in finding Mystogan yet huh?" Ben asked, breaking the ice, and startling Cana in the process.

"Oh, Ben." she breathed out and then returned to normal again. She looked at the cards and huffed, "No, I haven't gotten a read on where he is. Quite frankly I'm starting to think that he doesn't want to be found about as much as not wanting people to see his face."

Ben patted her shoulder, causing her to look at him, as he gave her a smile, "You're doing your best, Cana. We just have to do what we can incase Phantom decides to attack us again."

"If Lucy's their real target, then they're bound to attack." Cana said and amazingly to Ben, she sounded worried as she continued. "And I would bet on it being sooner than later. Right now, we just got too many wounded to put up much of a fight." Her face hung low, as her bangs hid her face, as she pointed out, "On top of that, Master Makarov is seriously wounded, and we can't get the S-Class Mages here in time to back us up."

Ben sat down next to her, never taking his hands off her shoulder. He then brushed her bang back to get a good look at her worried face, and then helped turn her to his direction. "It's gonna be alright, Cana. We'll take down Phantom if it comes to that and Master Makarov will be alright."

"But what if it isn't going to be okay?" Cana asked, sounding more worried than her usual hard drinking self.

Seeing this side of her actually surprised Ben, seeing as how she was usually flirting with him, and making ways to get him to live with her. But Ben remained steadfast, as he smiled, "Well, that's the one thing about thinking positive: you never lose hope that things will get better. Plus with me things always work out somehow so the only question now is how?"

Cana smiled at this, and then leaned up to Ben. She planted a kiss on his left cheek, as she pulled back, with a stunned Ben blushing, as she lightly did the same, "Thanks, Ben."

"Uhh… I… umm sure… no problem." Ben stuttered before turning around to hide his blush and try and shack it off.

"What do you mean you can't come to help?" Mirajane suddenly shouted, causing the two to look to a rather distressed Mirajane. The two then looked up and stared into a lacrima ball sitting on a golden four-legged stand. "You're the only one left we can turn to. Please, you have to help us Laxus!"

On the lacrima in full display was the image of a blonde man with spiky hair and a lightning scar on his face. He was Laxus, grandson of Makarov and one of the most powerful S-Class Mages in Fairy Tail. And so far, his expression portrayed annoyance rather than concern for the situation they were facing.

"We could really use you right now," Mirajane pleaded. "Fairy Tail's in grave danger."

"Man! Makarov is freaking pathetic!" Laxus laughed loudly. He then ceased his laughing and sneered. "I don't see how this is remotely my problem. You're big girls, so deal with it yourselves!"

Cana's eyes flared with anger, as she walked over, and shouted incredulously at Laxus, "So you're not gonna help us!? You bastard!"

"Of course not!" Laxus replied. "Why would I? That senile old man's the one who started this. Why do I have to be the one to clean up his messes?"

Mira furrowed her brows angrily, but she kept her emotions under check. "Please Laxus," she pleaded again, "Phantom Lord is trying to kidnap Lucy."

"Who? Do I even know her?" Laxus impatiently asked, but then it all clicked in as he smirked. "Oh wait… you mean that new blonde girl? I tell yah what; if you can talk her into being my woman I'll do whatever she wants."

"You are such a pig!" Cana yelled in disgust. "I can't believe someone like you is an S-Class Wizard!"

Laxus scowled. "Being an S-Class is all about power! But then again, I don't expect you to know that since you've failed to become one 4 times." He said which earned a frustrated and even saddened look from Cana but he smirked. "I especially recall that time when I beat your sorry ass and became S-Class."

Cana's body shook as memories resurfaced about why she had tried out for the S-Class exams. She had always tried to become an S-Class wizard so that she could finally gain the courage to tell Gildarts that she was his daughter but she failed time and time again. She shook herself to steer her emotions in check before she glared at Laxus bitterly.

"You're a real asshole, you know that!?" Cana shouted angrily while fighting back some tears that were threatening to form in her eyes.

"Are you sure you want to talk that way to a guy you're begging to help yah? Do me a favor, if that geezer manages to pull through this, tell him he's over the hill and he should hand the Guild over to me!" the S-Class mage broke out into another fit of laughter.

Suddenly, the lacrima was grabbed by a big figure, who suddenly appeared once Ben activated the Omnitrix. He was a big hulking red being with larger muscles than Elfman with four arms, feet with two toes, and spikes on the elbows. His attire was a sleeveless black jumpsuit that went from his shoulders to his ankles, even covering his feet. He wore black fingerless gloves with green wristbands, and had a green and black belt around his waist, with the Omnitrix symbol as the belt buckle. This was Fourarms.

* * *

**Omnitrix Encyclopedia**

**Tetramand A.K.A Fourarms**

_Fourarms is the Omnitrix DNA sample of a Tetramand from the planet Khoros. It is a dystopian society which creates powerful warriors as well as tribes that scavenge for any long lost technology on their home world. They have the ability to create concussive blasts just by clapping their hands together. They are massive, which makes the completion of delicate or tasks in small places hard or impossible. But also because of their muscle mass, they aren't fast on their feet, but make up for it by being able to jump a mile distance, allowing them to get far even if they are not fast runners. Their greatest skill is this their amazing physical strength, hand to hand combat techniques and their resilient bodies that allow them to withstand many things and keep fighting. In his younger days, Ben used this form the most since it suited his old fighting style: forward and without thinking._

_On another interesting note, it was revealed that Tetramands were the makers of the best engine blocks in the galaxy. Which is what Kevin Eleven purchased for his car._

* * *

"You jerk!" Fourarms roared at the Lacrima, even stunning both girls, as he ranted at Laxus, who didn't seem fazed by this new guy… or thing, although he did seem curious. "People here are injured! Your guild… your home and family are being attacked and abused! And you're telling us it's not worth even a single iota of your time to help? YOU'RE A REAL PIECE OF WORK, YOU ASSHOLE!"

Laxus blinked, and then asked, "Who the hell are you?"

"Name's Tennyson! Benjamin Kirby Tennyson! But everyone calls me Ben," Fourarms snarled, as he threatened. "And let me just say, that if I ever come face-to-face with you at all… I'LL DECK YOU ACROSS THE FACE!" and with that, he shattered the Lacrima into tiny pieces with all four of his hands doing the job. Once the rage was gone, Fourarms blinked at what he had just done, and then sheepishly looked to the two, "Uh… sorry about that."

Cana wrote it off, as she smirked to him, "Ah don't worry. I was just surprised to hear you say you'd deck him across the face just like that." But then they noticed Mirajane as she was quiet for the whole moment; her fists clenched and tears racing down her face.

Cana looked in shock at her, as she whispered, "Mirajane?"

"I don't understand." Mirajane whimpered, as she didn't face them yet. "How can someone in Fairy Tail be so heartless and cruel?" She then turned around with determination on her face. "I can't just sit here and watch. I must join the others and fight!"

"Wait!" Cana disputed. "Don't be ridiculous!"

"I'm only useless being here at the Guild Hall." Mira retorted. "I wanna help!"

The card mage laid a supportive hand on her friend's shoulder. "I understand but you'll only get in the way as you are now…even if you were once an S-Class wizard."

Mirajane glanced at Cana with tears streaming down her beautiful face. She knew that Cana was right, which only made her feel worse. But then Fourarms lightly patted her on the head with his big hand, as he smirked, "It'll be okay."

But Mirajane swiped at his hands, almost throwing a hissy fit, as she shot out, "I'm not a little kid, Ben. So don't treat me like one."

"Okay, then stop acting like one," Fourarms stated, as he flashed and was back to Ben, as he stated, "Rushing in head first without a plan's not gonna do anyone any good." He then pointed out, "And besides… didn't you say you retired from field work?"

Mirajane suddenly had a darkened aura around her, as she felt down in the dumps, as she grumbled, "You're right. I'm probably just a rusty old fool poking her enemies with a stick at this point."

"Hey I wouldn't go that far." Ben said reassuringly "If you were really an S-Class wizard then I think you just need some good old fashioned training to get yourself back into top peak."

Before Mirajane could reply, the ground began to shake violently without warning. Parts of the roof and wall chipped off of the Guild Hall and fell to the floor.

"Hey, what's going on?" Gray asked.

Ben was beginning to think that it was just an earthquake until Alzack rushed through the main doors, trepidation on his face. "EVERYONE! OUTSIDE!"

* * *

**Outside**

All of Fairy Tail, minus the injured, rushed outside to see what was causing such a ruckus. However, they were immediately petrified in shock when they spotted the source of the shaking. Even Ben was surprised to see what it was. In the ocean, behind the Fairy Tail Guild building, was the Phantom Lord Headquarters. It was sitting on a big chunk of rock, but sprouting out from the rock were eight giant bronze colored legs. It looked like a giant spider to them all. The earth trembled under each step that the giant building on legs took as it approached the shoreline in front of Fairy Tail's Guild Hall.

"A giant walking building… How is that possible?" Ben wondered aloud, but then grimaced, as he thought to himself. 'Although considering where I am… at this point, nothing should surprise me in this crazy world.'

"What is that?!" Natsu exclaimed fearfully.

"It's a Guild Hall with ginormous legs!" Happy said.

"Is it Phantom?" Loke stammered.

Ben quickly recognized the building as Phantom's Headquarters, as he pointed out, "It is! It's the same building where we got Lucy out of. Only it looks like they upgraded it into a mobile home. Literally!"

Everyone's eyes were bulging out whilst their jaws hung low, their bodies frozen on the spot. Even Erza was shaking in fear. "I didn't anticipate this. I didn't think they would go to such extreme lengths to attack us!"

"Even Ripley's wouldn't believe this," Ben noted. But then he looked away, as he thought for a silly moment, "Though I think Jose might have been pushed to go at this… seeing as how Lucy kicked him in the balls."

"I seriously doubt it was because of that," Erza pointed out.

Ben turned to her to counter on that… only to blush and get a bloody nose at what he was looking at. There, next to him, he saw Erza, standing in nothing but a towel and her hair wet. The towel was being held tightly halve way down breasts and ended less than halve way down her thighs which provided cover for her groin area but left little to the imagination. If he thought Cana was sexy, this only made Erza extra sexier. He pointed out, "Wait! Why the hell are you in a towel?! And why are you wet?!"

"I was taking a shower for a while after you all came back." Erza explained without any sign of embarrassment.

Ben sweat dropped at this as he asked "And you're okay with people looking at you like this?"

"Nudity doesn't really faze me, Ben," Erza calmly stated.

Ben said nothing as he just stared at her in the eyes with disbelief. Suddenly his mind flashed to all the armors he's seen her wear in battle. 'With the way she looks in her armors I'm beginning to question if they don't all leave a lot exposed to the public eye.'

Finally, the Phantom Headquarters took one more giant step before it came to a halt. The building remained motionless for a short moment until a hatchway at the front lowered, allowing a long metal barrel to steadily extend out from the hatch. Suddenly, dark blue energy became to swirl and coalesce around the end of the cannon's barrel, growing more intense by the second. Ben gasped. He may not have been a weapons expert like Kevin, but he had been around powerful weapons long enough to know that when one was powering up and from the size alone, that the blast from that cannon would not only destroy the Guild Hall but a large portion of Magnolia as well.

"RUN GET OUT OF HERE NOW!" Erza shouted to all the members urging them to flee from the blast that was about to be fired. However she knew it was already too late for them to escape.

As the cannon continued powering up its shot Erza suddenly ran towards it with her towel falling off but nobody paid any attention to that.

"Erza!" Mirajane shouted.

"Don't be stupid what're you planning to do!?" Macao questioned.

Erza said nothing as she continued to run forward as her body was enveloped in a bright light as she re-quipped.

"She re-quipped!" Cana said in recognition.

"But what does she intend to do?" Loke questioned.

The flash of light disappeared as Erza was revealed in her new armor. The armor consisted of a singular, blue chest plate with a lighter blue belt-like contraption around the waist. Three spikes line the top of the chest plate which gives way to a white neck brace split in the center to allow room for her chin. The shoulders were sectioned with a large spike dividing each section, the middle spike being the largest of the three. The gauntlets have only a few sections. Attaching to the elbows are two large white shields which give the armor its defensive power. A blue jewel lines the back of the hand. Attached to the bottom of the chest plate is two layer metallic skirt with small spikes hanging on the ends of each layer. A larger spike hangs inward on the bottom layer. Her legs are covered in a sectioned armor to match the rest of the armor with a pair of greaves starting at the knees. The greaves bear a blue design shaped like the large spike that hangs off the skirt. Several curving spikes attach just below the knee of the greaves. She wore a large spiked headdress atop her head with a reflective piece in the middle.

"I'm going to protect the guild and my friends!" Erza said with determination.

"What armor is that?" Ben asked as he didn't know what this one was.

"That's her Adamantine Armor." Happy answered. "It's her strongest armor for defense."

"Defense?" Ben said to himself for a moment before it clicked in and his eyes widened. "She can't be thinking of blocking that huge cannon blast!"

"There's no way her armor will be able to withstand a blast like that." Alzack said with clear doubt.

"Your just risking your life, this is ridicules!" Wakaba said in protest at what she was attempting to do.

Hearing everyone saying how she wouldn't be able to stop the blast from wiping out the guild and town Ben ran forward without question. He didn't have time to explain to his friends what he was going to do. At this point, he was running on his hero instincts and determination to save his friends from certain death.

He stopped in front of Erza near the edge of the cliff while he was fidgeting with the Omnitrix looking for the only alien he knew could help in this situation.  
_  
_"Ben!" Erza cried in worry. "What are you doing?!"

Are you crazy?!" Cana shouted.

"Don't be stupid!" Macao yelled. "You can't stop that thing!"

Ben ignored them as he rushed toward the cliff. He quickly activated the Omnitrix, scrolled through the list of available aliens and tapped the head icon he wanted, letting the faceplate slide back. 'C'mon Omnitrix, don't let me down now!' Ben thought before slamming down the core.

A flash of green light enveloped him, blinding Erza momentarily before his form was revealed.

He was now a humanoid shaped being that seemed to be made out of purple stone with several dark lines and spots. Some parts of his body were crystallized with magenta colored crystals; he had 2 crystals on his front upper chest with 2 larger ones in the back of his shoulders and 6 smaller ones on his back. His hands looks to be crystallized reaching halve way towards the elbows. He had a four way rectangular head with a crystal on top of his head resembling a horn and had a crystal shaped face where he had a small mouth and a single green eye at the center top.

"It's time for Chromastone to step in!" The figure now identified as Chromastone replied.

* * *

**Omnitrix Encyclopedia**

**Crystalsapien AKA Chromastone**

_Chromastone is a Crystalsapien with no known home planet. There is only one of them in existence not counting Ben's form. Their origin is unknown but the Crystalsapien seemed to have made a home in Petropia where he became the guardian of the planet. When it was destroyed by Vilgax; Ben and the others along with Tetrax sneak into his base and stole a crystal that originally belonged to the Crystalsapien. When he reclaimed it he gained the power to revive the entire planet along with the entire Petrosapien race during a race space constellation. _

_The Crystalsapien is a powerful being who's capable or absorbing virtually any form of energy into their bodies and then use it to fire a multicolored laser beam. They can also simply allow the energy to pass through them and have the ability to fly. However they can still be harmed by energy if they're caught off guard and not putting up their defense to absorb the energy. While they are very resilient they can still be killed by extreme means._

* * *

"HEY JOSE HIT ME WITH BEST SHOT!" Chromastone challenged to the astonishment of everyone.

"Are you crazy!? You'll be blown to pieces!" Erza said while running to him to force him out of the way.

Chromastone however turned to her and pushed her back. "Trust me I know what I'm doing. Just stay back and have faith in me."

Before she could answer the Jupiter Cannon finished charging and then fired a gigantic blast of concentrated magic now on a collision course with the guild and town.

Reacting quickly Chromastone used his strength to push Erza far back until she was right in front of the other guild members. He then turned to the approaching blast and then quickly slammed his Omnitrix dial as it folded out the four points and activated ultimate mode.

To the surprise of everyone his body began to change again only this time there wasn't a signature green flash.

Chromastones body changed as his skinny looking body expanded with new muscles as his purple stone like skin turned brown and now looked like fossilized crystal and even more crystals appeared out of his body. The 6 crystals on his back changed shape and color as they took the form of hexagonal gemstones. They now looked like a very rare and valuable ruby, sapphire, emerald, diamond, amber and cobalt crystal gemstone. His head took the form of one of those Easter Island Heads only without the eyes and lips, as he maintained his center eye while his mouth vanished. He now had three crystals on his head which gave him a sort of demonic look and his legs disappeared being replaced by 4 long magenta crystals which he seemed to use just to stand up but they seemed incapable of moving him around.

"Watch and see how Ultimate Chromastone deals with this!" the new alien form spoke up

* * *

**Omnitrix Encyclopedia**

**Ultimate Chromastone**

_The Ultimate Evolution of a Crystalsapien. Their bodies have become more crystalized and obtained the power of telekenesis with their 6 colored gemstones. Like Chromastone he can absorb any energy however this is now done by the 6 gems attached to his back. Using his control over them, they can use the 6 gems as satellites to intercept enemy attacks, absorb them inside and then fire them back with equal force. An Ultimate Crystalsapien needs to put his 6 gems into specific formations to establish their function at full power. The 6 gems are each capable of storing power inside them and even transfer it to Ultimate Chromastone to replenish his power and heal him. An Ultimate Crystalsapien now uses their telekinesis on their own bodies to move around due to their loss of legs._

* * *

No sooner had he finished his transformation Ultimate Chromastone detached the 6 gemstones from his back as they flew in front of him and then took a hexagon formation before they glowed with power and then formed a hexagonal shaped barrier that looked like a multicolored glass wall.

One second later the blast from Jupiters Cannon collided with the barrier creating a shockwave that blew Ultimate Chromastone back a bit. The force of the blast larger than his barrier but despite that it was still holding strong as the 6 gems began to drain the blast and absorb it inside.

Ultimate Chromastone maintained a concentrated expression as he felt his 6 gems filling up with magical power. Eventually the blast from Jupiters Cannon vanished into the gems as it was completely absorbed inside them like an aquarium filling with water.

When it was done the other members were in disbelief at what they saw.

"H… he… he actually did it… he blocked the Jupiter Cannon!" Gray said in astonishment.

"Incredible." Macao said with other words coming to mind.

"Now that goes to show how manly Ben really is." Elfman stated.

"And he blocked it without any difficulty." Erza said in amazement as she requipped into her heart kreuz armor since she wasn't going to need her adamantine armor anymore.

"THAT WAS AWESOME!" Natsu said energetically.

Hearing their responses Ultimate Chromastone turned his head to them "If you think that's cool then watch this." He said before turning to back to Phantoms headquarters. "HEY JOSE THANKS FOR THE GIFT, NOW LET ME GIVE YOU SOMETHING IN RETURN!" he raised his hands back up as 4 of his 6 gems moved into a new formation. They moved into a pyramid formation with the fourth gem stationed in the center before the 3 around it began to circle like a fan at high speed. The 3 spinning gems began to glow a dark color which was the same kind Jupiters shot was colored when it was shot. They began to emit black electricty before it was concentrated and absorbed into the fourth gem which then glowed and suddenly fired a miniature version of the power it absorbed.

What happened next stunned everyone as in a show of marksmanship the blast he fired went right inside Jupiters barrel where a flash of light emitted from the inside before a massive explosion followed. The entire floor it was connected to was blown to rubble as the Jupiter Cannon fell from its structure and into the sea bellow where it sank.

No one said anything as they couldn't believe what just happened.

"HOW DO YOU LIKE THAT JOSE!" Ultimate Chromastone shouted to the moving island.

* * *

**Inside the Mobile Guild**

**Control Room**

All the masked and cloaked members of phantom backed away in fear but it wasn't Ultimate Chromastone they were backing away from. It was their master Jose who was now emitting a tremendous amount of magic so strong the entire room was covered in its dark glow. No one spoke as their guild master Jose's power shook the whole room in a violent tremor.

Jose who had his head down for a while now finally raised it to reveal his eyes had turned black with anger and fury at clearly having had his assault ruined easily.

"Come inside if you dare, cause when we meet face to face I'm going to give you a punishment worse than death."

* * *

**Next Chapter: No One Sees the Tears; Striking Back Full Force**


	8. Facing the Element 4

******Author Note: OH YEAH 161 REVIEWS, THANK YOU AGAIN READERS. Now let's try and surpass 200 reviews to get on a roll. The more reviewers I get, the more powerful I feel in my achievement and strive to make this better with every passsing chapter. So please keep leaving your reviews and ideas. I've gotten a few that seem promising but I won't say which one's out of respect for privacy. NOW ON WITH THE CHAPTER!**

* * *

**Fairy Tail: Omniverse Invasion**

* * *

**Chapter 8: Facing the Element 4 and Take Down the Giant; Stand Up or Stand Down**

* * *

**Back at the Guild**

In an instant Ultimate Chromastone had taken out the Jupiter Cannon and declared war on Jose. The evolved Crystalsapien remained where he was with his 6 gems flying over his head, waiting for his command. The others walked up to him

"That was so cool Ben!" Natsu shouted. "You stopped the cannon and took it out in one shot?!"

"I'll say, I thought you were going to be blown to pieces but you stopped it and the cannon was the one to get blown to pieces instead." Gray shouted.

"Yeah we'll I'm surprising that way." Ultimate Chromastone remarked.

"I didn't know you were a good shot?" Lucy questioned after seeing the accurate shot.

"I practiced with some magic rifles. Plus it didn't hurt that my target had a large opening." Ultimate Chromastone replied.

"That was…" Erza trailed off, still recovering from her shock, "…quite a transformation." She then looked away, as she shyly replied, "And thank you… for stepping in like that."

Ben smirked, as he replied, "No problem. I wasn't about to let you guys do that."

"Yeah…" Happy said, and then shouted, "But why didn't you tell us you had something like this?!"

Ultimate Chromastone shrugged and smiled. "Never really came up in a conversation."

"Well you've eliminated the Jupiter Cannon so now we should be alright for now." Lucy said in certainty.

"Thanks, so now the question is what will be our next move?" Ultimate Chromastone asked the others who got a stumbled expression except for Erza.

Suddenly, before anyone else could comment, the voice of Jose echoed out from a PA system at Phantom Headquarters.

"_That was quite an impressive display of power, Take-Over magic,_" Jose praised. "_I'll admit I'm somewhat impressed but despite that you still don't have Makarov on your side and none of you are a match for me._"

The evolved Crystalsapien growled. He floated a little off the ground and pointed his finger at the part of the headquarters where he thought Jose was speaking from. "YEAH WELL, I'M STILL HERE AND I'M READY TO FIGHT!"

"_Your words mean nothing, you may have destroyed my Jupiter Cannon but you will not be so lucky with what I have planned next. So I will give you this ultimatum Fairy Tail, surrender Lucy Heartfilia immediately or I'll have no choice but to kill you all._"

'Is this guy really this dense?_'_ Ben pondered. _'_I just changed into an alien that deflected his attack back, destroyed the cannon with that said shot, and he still thinks we don't have a chance out of this? Talk about being full of himself._'_

"That's not gonna happen!" A male voice yelled out causing Ben to turn and see who had spoken up.

He was a young Caucasian man of average height with long black hair that covered the right part of his face. His eyes were black as well, and the right one was always obscured by his hair. A man from the western country, the man's attire mirrored that of fictional cowboys, minus the signature hat. His outfit consisted of a long brown coat resembling a poncho with tasseled edges together with a shirt and torn pants with strips similar to the ones on his coat hanging from their edges - these being held up by a studded belt with a skull-shaped buckle. On his feet he wore simple shoes, or boots. He had a case on his right hip, attached to a belt, in which he usually kept one of his guns, consisting of a large leather belt, seemingly decorated by concentric circles in its widest part. His name was Alzack Connell, a Mage from the West who specialized in Gun Magic, much like his partner, and secret crush, Bisca.

"Like any Guild would hand over one of their own to a monster like you!" A feminine voice added.

She was a young Caucasian woman with long, straight green hair that reached down to her lower back, and a set of long bangs framing her face. She had brownish purple eyes, large breasts and was always seen wearing red lipstick. Her attire mirrored that of a fictional cowgirl, with a Western-style hat that was always visible on her head, a light, polka-dotted neck scarf, and a pair of reddish brown boots. Her body was covered by a short, strapless one-piece dress decorated by spiraling motifs with darker, striped edges. Her name is Bisca Mulan, a Westerner specializing in Sniper-Rifle Gun Magic.

"You hear that!?" Macao shouted. "Lucy's staying put!"

The other Fairy Tail mages spectating in the back agreed and began to rally.

"_I won't ask again!_" Jose said, his voice seething with rage.

Lucy stood still, her head hung low in a crestfallen matter. Everything that was happening was her fault. Even though she felt some confidence in her friends she was still feeling the guilt that everything was because her father wanted her back home for some reason. "Maybe I should just go with them? Give myself up to prevent them from going through any more trouble." She whimpered. She was about to step forward, preparing to hand herself over like that.

But that was stopped, as Ben shouted out, "IN A PIG'S EYE, YOU OLD PRUNE FOSSIL!"

Everyone blinked when Ben shouted that out, even Jose was fuming at this in the control room, as he shouted, "_WHAT DID YOU JUST SAY, LEGION OF FAIRY TAIL?!_"

"WHAT, ARE YOU DEAF AND STUPID!? I SAID IN A PIG'S EYE, YOU OLD PRUNE FOSSIL!" Ultimate Chromastone repeated for emphasis.

The other Guild members yelled in agreement. Lucy's head perked up in shock.

"You can stop asking now cause we're not gonna give you any other answer!" Natsu shouted in fury. "We're taking every one of you jerks down!"

"If you think we'll just hand her over like that, then you're in for a serious ass kicking!" Ben yelled.

All the Fairy Tail mages began to roar in agreement. Their answer was final. They would never hand over Lucy, and they certainly weren't going out without a fight. Meanwhile, Lucy sobbed and placed a hand over her mouth. Her heart was touched by her Guild sticking up for her, willing to give up their lives for her.

"_IF THAT'S WHAT YOU WANT THEN I'LL GIVE YOU SOMETHING WORSE THAN JUPITER_!" Jose bellowed through the speakers. "_WHEN I'M DONE WITH YOU, NOT EVEN RUBBLE OR YOUR BONES WILL BE LEFT. CONSIDER YOURSELVES SENTENCED TO EXECUTION!"_

"No way!" Elfman gapped.

"What are we gonna do?" Cana asked.

"Are they gonna fire at us again with something else?" Loke stuttered.

"Seriously? They've got something worse than the cannon," Ultimate Chromastone asked. "What could be worse than the giant cannon?!"

Ben's words were soon taken out of his mouth, as he and the other Guild members of Fairy Tail took notice as Phantoms headquarters began to transform.

In the wreckage of the cannon room, smoke was hazing off the floors whilst piles of rubble laid scattered everywhere. Before anything could be done, however, they all took notice as the building shook violently. All of a sudden, Phantom's Headquarters began to break apart and reassemble. Without warning, the entire building began to shake violently. They stood in shock, as they saw the huge castle they were looking at break away and shifted into a new position.

"No way," Elfman breathed, "They're awakening the Giant."

"This is not good." Gray added uneasily.

Ben blinked and looked at the two confusingly. "Okay, let's pretend I have no idea what this Giant is."

"It's Phantom's ultimate weapon. They're transforming their headquarters into a giant warrior," Elfman responded.

The Omnitrix bearer's eyes widened. He had to admit, that was a pretty impressive weapon. "No way," Ben whispered. "That thing isn't just a mobile Guild? It's a freaking Transformer?" Nonetheless, he shook himself out of his musing and back to their current situation.

"Okay as cool as that sounds," Ultimate Chromastone confessed, "We have to stop it before it does… whatever the heck it's gonna do!"

"Who would do something like that?" Wakaba added. "They can't be that desperate to resort to that!"

The building turned to one of its sides, having it stand on the mechanical legs placed on that side, and then completely changing its layout, with several legs being detached from the body, a single, more massive pair remaining in the lower part, where the base stood; two more, large limbs sprouted on the top part, some mechanical parts appeared from the main body alongside several pipes, and a small, helmet-like head sprouted on the highest part. The result of such bizarre transformation was a gargantuan, humanoid mechanical being standing on two legs, possessing a pair of large arms, with its dark hands having just the thumbs and two more fingers, and bright "eyes" visible in the crack of its helmet. Smoke was produced profusely from the pipes on the upper part of its body, at its head's sides.

Without warning, hordes of black phantoms flew out from the building and swarmed toward Fairy Tail.

"_You're in quite a quandary, aren't yah Fairy Tail?_" the master of Phantom Lord mocked. "_There are only two ways this situation can play out. My troops will tear you apart or you'll be destroyed by the might of the Guild of Phantom Lord! BEHOLD!_"

"Or we can just beat your ass until you're black and blue in the face." Ultimate Chromastone retorted.

Instead of replying the giant began to raise its hands as it seemed to touch the air and a light appeared where its fingers ended. It began to slowly move its hands, beginning to create a magic circle that was clearly going to be huge.

"That's the magic circle for Abyss Break!" Mirajane said in recognition. "That's one of the forbidden spells."

"Would you look at the sheer size of it! If that thing goes off then it could wipe out the entire city!"

"But if he does that then he'll wipe out his own men." Macao said in seeing the flying beings floating right in front of the developing magic circle.

"Yeah, surely he's just bluffing." Wakaba sheepishly argued.

"No, he's gonna do it." Cana remarked, which made Macao and Wakaba's jaws drop. "Those Phantom soldiers are creations of Jose's Shade Magic. They're not human so it won't matter if they're destroyed."

Ultimate Chromastone levitated to Cana in intrigue. "Wait! So you're saying they're ghosts? We'll be fighting ghosts?"

His question went ignored as Cana said, "We gotta do something!"

"_Kneel before me you brats_!" Jose interrupted over the PA system. "_Or you will fall victim to my wrath. Savor your last few moments because I will soon end your pathetic lives_!"

Erza glared at the giant stone warrior. A moment later, the ring of phantom soldiers all changed course and turned their targets to the Fairy Tail mages.

As the black ghost-like beings swarmed toward Fairy Tail, everyone reacted and began to fight back. Macao used his purple fire magic to burn some of the phantom soldiers, Wakaba used his pipe to make multiple fists out of to try and knock them out, Cana used her cards as weapons where she threw them at her enemies while they were charged with magic, Alzack and Bisca were using their guns magic to shoot at any soldier that approached them while covering for the others, Erza changed into her Heavens Wheel Amor to use its multiple attacking range to her advantage as she brought out a dozen swords in the air and had them strike down a dozen soldiers, Ultimate Chromastone was using his 6 gems as wrecking balls to whack his enemies out of the air. Everyone else minus Lucy and Mirajane were chipping into the fight.

For a while it seemed they were winning as most of the Phantom Soldiers were incinerated but then they reappeared as they simple seemed to regenerate themselves.

"Oh come on! These things can regenerate?!" Ultimate Chromastone said in annoyance.

"We'll never win if we keep fighting like this." Erza said while she slashed another soldier to smoke while flying closer to Ben.

"Then what can we do?!" Gray questioned while he fired 3 ice spears that pierced 3 soldiers causing them to puff out before they regenerated.

Ben said nothing as he surveyed the battlefield. He watched the others fighting the Phantom Soldiers and managing to hold them back for now. He then turned to look at the giant who continued making the giant magic circle for whatever spell Mirajane had told him about which would destroy the entire town. He closed his eyes in thought trying to figure out what to do based on their available choices.

Makarov who was the only one that could defeat Jose was still out of commission. Jose and the Element Four, along with Gajeel were most likely inside and were all at full strength. If they kept wasting time with these flying soldiers then they would eventually be worn down and then destroyed by an all out attack from them.

Ben looked to see Erza, Natsu and Gray fighting fiercely. Suddenly a plan began to form in his mind on what their best course of action was.

"LISTEN UP GUYS! I HAVE A PLAN!" Ultimate Chromastone shouted while blasting a pair of Phantoms that tried to grab him.

Everyone turned to him at hearing him have a plan.

"We can't keep fighting these unending goons forever so here's the plan. This giant robot is slowly making that magic circle so we still have time to stop it. It must be using a power source from somewhere inside, so a team of us will have to go inside and destroy it." Ben said while flying over a Phantom Soldier who snuck up behind him before it got blasted by one of his gems.

Everyone blinked at Ben suddenly saying something like that, even Cana seemed to think it was impossible. "Take it down?" she asked credulously, and then smiled weakly as she stated, "Ben, I know you took down the cannon, but…"

Ben whipped around, a serious expression shown on his face, as he stated, "We just lost Makarov, Shadow Gear's in the hospital recovering right now, and they tore down the Guild. What's to stop them from taking down Magnolia next?" his fists tightened, as he went on, "And worse: they kidnapped one of our own, and threaten us to betray her just like that!" he looked at them, hardened right now, just as the Giant stood before them. "I don't know about you but I wanna go down fighting and dying on our feet, than live on our knees in shame in front of these bastards!"

"Yeah but how do we get there and who's going to go inside the giant?" Gray asked while freezing a whole group of soldiers solid.

"We'll have to play it smart. Jose and the Element Four plus Gajeel are likely inside so we'll need to take a special team inside to fight them. Erza, Gray and Natsu you guys are with me. We'll go inside through the hole I made when I blasted Jupiter."

Erza and the others smirked in determination and slight admiration in how Ben took command and came up with a counter attack plan.

"I'm coming too." Lucy said as she wanted to help after everything that's happened.

The evolved Chromastone however shook his head. "I'm sorry Lucy but I can't allow that, we need you to hide on this one."

Lucy became offended on that, as she shot back, "Are you saying I can't handle my own?" she said with clear hurt in her voice as even though she did feel nervous in fighting S-Class enemies like the Element Four and Jose she still wanted to help even just a tiny bit to make up for what was happening cause of her.

"No, it's not that." Ben stated, as he pointed out, "Aren't you missing your keys?"

Lucy's eyes widened in realization as she looked to her waist where her keys would usually be found… only to see they really weren't there, she paled and went wide eye as her jaw dropped in shock. Gray took notice of that too and pointed out, "He's right, you know. Celestial wizards without their keys are pretty much powerless."

"No it's not that," Lucy whined, as she fell to her knees, shaking with fear, "I lost Aquarius's key too. When she finds out about that she's going to..." she was unable to finish as her mind flashed to wait awaits her.

_"YOU LOST MY KEY, YOU LITTLE BRAT! I'LL ANNIHILATE YOU!" Aquarius yelled out with her head looking gigantic before a tsunami emerged behind her and was heading for Lucy with the intention of swallowing her to the depths below._

Lucy whined in fear, as she gripped her head and cried out, "GAAAAH! She'll kill me for even losing her key, let alone if I used a toilet bowl to summon her!"

Ultimate Chromastone sweat dropped "Man, this Aquarius sounds picky and temperamental." He said while then thinking to himself 'Then again I would be angry too if I was called out of a toilet.'

"We need to get you somewhere safe Lucy. Phantom's goal is also to capture you. If they succeed then we'll have already lost one of our reasons for fighting them." Mirajane said urgently.

Lucy said nothing as she looked down to the ground, hiding her eyes from view. Everyone thought it was because she was feeling so useless right now but Ben figured that it was because she felt conflicted.

"Alright." Lucy said simply before raising her head again.

"Good. Mirajane take her to my place, that'll be the safest place you can be." Ultimate Chromastone requested which she nodded before taking Lucy's hand and leading her away from the fight.

"Hold on, you'll need this!" Ben said as Mirajane turned around just in time to see what looked like a card flying to her which she caught expertly. "That's a key card to allow you entry into my place without triggering my security system. Just show it to the panel on the front gate and you'll be given entry access."

Mirajane and especially Lucy nodded in gratitude after hearing that. She had already suffered from his security system once and she didn't want to do experience it ever again.

Once Mirajane and Lucy left, Ultimate Chromastone turned back to the team he selected. "Okay Gray, grab onto me and I'll take you aboard the Giant. Erza you can fly their on your own while Natsu goes with Happy." Ben said as they nodded before he called back his gems which reattached themselves to his back before Gray got on his back, Happy lifted Natsu and Erza took to the air.

"LET'S GO!" Ben said as they all flew towards the giant with their mission set.

* * *

**Inside the Giant**

**Jupiter Cannon Charging Room**

They had gotten through pretty quickly, avoiding any of the Shadow Phantoms that the others were still fighting outside. They flew in to where the Jupiter Cannon's remains hung out, like an opening from a stomach caused by a zombie attack. Once they flew in to the Jupiter's Charging Room, Ultimate Chromastone immediately heard the beeping from the Omnitrix, as it suddenly flashed red. Ultimate Chromastone gulped, "Oh boy."

In a green flash, Ben reappeared, while they were still in mid-air in the room, as he and Gray fell to the ground, and crashed. Natsu landed with Happy in mid-air, while Erza safely landed and re-equipped her default armor. The three looked to the two, flat on their backs, groaning, as she asked, "You two alright?"

Gray groaned, as he stood up, while Ben sat up, as he replied, "If okay means crashing into the ground and having both a sore back and bum, then yeah, we're okay."

Ben groaned, as he rubbed the back of his neck, "Sorry about that. Guess I spent too much time as Ultimate Chromastone." He sighed in relief, as he applied, "Though luckily, we landed on something soft and squishy. Weird though, it feels like a stinky rotting old pumpkin."

Happy chuckled as he pointed to what Ben crashed on, "I think that soft squishy thing was a person. Hehehe."

Ben blinked at that, as he looked down, and paled as he shot up in surprise. There, lying half-dead on the floor, was one of Phantom Lord's Element 4. He was a young man with long, two-toned hair of black and white that was tied up into a Japanese-style top knot on the back of his head, with the black portion overlaying the front and left side of his head, leaving the smaller white portion concentrated on the left, with the top knot also having the two separate colors correspondingly. On his face, he sported a simple marking consisting of three horizontal black bars passing across the ridge of his nose and both cheeks in a linear formation, with the one in the middle being the longest. He was garbed in a ninja-like attire consisting of a long, orange reddish gi-like cloth, held closed by a black belt, with prominent reddish fur around the collar, and with the sides being made of thick fishnet, with other, looser fishnet appearing on his forearms, with his robe's sleeves being rolled up. His attire was completed by a simple shirt appearing from under his gi, and a pair of loose black pants tucked inside simple black boots. He also appeared to carry around a simple katana strapped to his left hip. He was Totomaru, the Fire Wielder of the Element 4, and a rather comedic fellow… considering while he was unconscious, his eyes were swirling all around.

Happy floated down, as Natsu slid down as well, as he poked at Totomaru's face with a metal pipe, "Man, he's still alive. Either the cannon blowing up knocked him out, or the two of you must've flattened him with your double Butt Barrage attack."

"I think it's safe to say that it was the explosion of the Jupiter Cannon that knocked him out cold. By the way leave my butt out of this!" Ben shot back.

"Aye, sir" Happy smirked.

But then Ben asked, as he looked at the guy, "So who's the Ninja wannabe?"

"That's Totomaru," Erza answered, as she looked down at the unconscious mage. "He's a Fire Mage, and one of the Element 4."

The others blinked, as they looked down at the downed Totomaru, as Natsu stood up, and looked at the downed Phantom Mage rather pathetically, as Natsu continued to poke the unconscious Totomaru, as he asked, "So this guy's one of those whatcha'ma call it five guys, right?"

"Geez Natsu!" Happy reprimanded. "They're called the Element 4. How could you not even get the number part right?"

Natsu chuckled, as he shot up, "Man, this guy's pretty pathetic! If he's anything like the others, we've got nothing to worry about then."

"Don't think they'll be easy to beat." Erza stated.

Natsu shot a look at her, as he roared, "WHAT'S THAT SUPPOSED TO MEAN!?"

"She's right," Ben told them, as he explained. "I think one of the Element 4 defeated Gramps. The big guy with the major crying issues and covered in baggy clothes. A Whack-A-Mole Frenchman nearly buried me in Earth, and the other one a Rain Witch caught Lucy with no problems. We can't underestimate the remaining three just because we got lucky with one of them having been knocked out from my actions in destroying Jupiter."

"So, what's the plan?" Gray asked.

"The plans still the same but now it's in better odds for us. There are just 3 members of the Element 4 left plus Gajeel and Jose. So the four of us will split up to look for this Giants power source and destroy it while also searching for the remaining members of the Element Four and Gajeel and take them down. The point of this is to defeat Jose's best fighters and make sure he'll be forced to fight us alone. After all there's no way we could fight Jose, Gajeel and the other 3 Element 4 members together and hope to win. So we'll divide and conquer to ensure our victory" Ben went over the plan, as he pulled a white and green disc from behind his jacket. "If we fail to find the power source but still manage to defeat Gajeel and the 3 remaining Element 4 members then we'll meet up together to find Jose and make him turn off the Giant, as a team."

"And if he doesn't listen to reason…" Natsu smirked, as he smashed his flaming fists together, and roared, "… WE'LL MAKE HIM STOP IT BY FORCE!"

The others sweat dropped at Natsu's enthusiasm, as Happy smirked, "Man, Natsu's fired up for real this time!"

"When is he never?" Ben asked, as he threw the disc to the floor, and it immediately opened up to become his hoverboard. He hopped on it, as he sped down one of the hallways, "Okay so you all understand your objectives so let's get to work."

The other 3 nodded in understanding.

"Good then let's hope this part of the plan will work. I'm going to try and find that Whack a Mole Freak named Sol to settle our last fight. Erza see if you can find that wind wizard who took Makarov out, if anyone deserves to avenge him, it's you." Ben stated which got a smirk from Erza in delight at who she was told to go after.

"It'll be my pleasure to avenge the Master and show him how a real wizard of Fairy Tail fights." She said with her fist pumped on her chest.

"Good." Ben said before turning to Natsu and Gray. "As for you two, you can decide to go after either Gajeel or the girl who captured Lucy." He said with clear indication he was letting them decide.

"I'll go after Gajeel." Gray said as he wanted to get payback for the guild and Levy.

Before Ben agreed to it, Natsu roared out, "HEY, GAJEEL'S MINE! I CAN TAKE THAT SCHMUCK DRAGON SLAYER DOWN EASY!"

Ben sighed at the start of their squabble, maybe he shouldn't have let them decide. "ENOUGH!" he shouted getting the two to stop and look back at him. "Just go in a direction you chose. Besides there's no guarantee we'll run into the opponents we want so let's just get moving, but if anyone runs into Jose then make sure you call for help and run away since we can't fight him alone."

Once all that was said and done, they all sped down a different hallway, as they made their way to find the Element 4, and possibly Jose.

* * *

**Meanwhile**

**Outside**

Back in the courtyard, the Fairy Tail wizards continued their onslaught against the phantom soldiers. They were easy to destroy; however, if they touched you for even an instant, they could weaken your life force.

Though a big number were taken out of the fight due to a phantom touching them, there was still a good fraction left standing. However, if Cana hadn't been there leading them, things would've been a lot tougher.

"This isn't looking good." Loke noted.

"You think they're alright in there?!" Wakaba shouted.

"They just got in there! Don't write them out yet," Cana shouted, as she fired a barrage of cards at another batch of Phantom Soldiers. "We just need to hold out until they're done! KEEP FIGHTING!"

Wakaba smirked at Cana's rage and bravery, "Man, Ben must've gotten her riled up pretty good to get her going like this."

Cana dodged an attack, as she winked, "If you think I'm riled up, wait till you see what I plan to give Ben as a 'reward' if he manages to stop the giant and Jose."

'C'mon kids,' Macao thought, 'Don't let us down.'

* * *

**Back Inside the Giant**

"OH NO!" Happy cried. "We're dead meat! We're lost!"

Natsu growled, the anger within him coursing to the boiling level. He let out a yell as the fire in his hands grew bigger and more intense. "DANG IT! HOW THE HELL DID WE GET LOST SO EASILY!?"

Happy harped, "It's because you were running around at full speed. You didn't even look to see where we were going."

Natsu blinked around, and noticed where they were. It was a large hallway, very spacious, and had greek pillars lining up all over the place. In truth, it gave Natsu the creeps, as he shivered, "Yeesh! Talk about major creep-ville. Let's get out of here, Happy. This place makes my flesh crawl."

"Aye, sir," Happy saluted.

But at that moment, a pillar of earth shot out below, slugging Natsu in the gut. The pink haired Dragon Slayer released a gasp from shock and from the pain, bending over as the force registered with his body. Another pillar flew out of the ground, but this one nailed him in the chin, causing his lower jaw to connect with the upper one with a resounding 'clack'. Natsu's head snapped backwards and blood and spittle blew from his burst lip and mouth respectively. Natsu stumbled backwards clutching his pain filled jaw. His ears then twitched as he picked up on the sound of the earth rumbling once more.

He leaped to the left and avoided the earth pillar that sprung up beneath his feet before going into a series of backhand springs to avoid the subsequent ones. Natsu then pushed off with a great amount of force and dug his fist into the side of one of the greek styled pillars that filled the chamber that was to become his battlefield.

His eyes then narrowed as he watched a portion of the ground beneath him seem liquefy. With an amusing 'pop' sound, the green haired Earth Magic user that was Monsieur Sol appeared, bending his body from side to side like the weird looking bean sprout he was.

"Non Non Non, what do we have here?" Sol questioned as he continued to bend his body unnaturally. Happy's eyes widened as he pointed a paw at the green haired man.

"That guy came out of the ground!" Happy exclaimed. Monsieur Sol adjusted his monocle and clapped mockingly for the winged cat.

"Bravo mon ami for stating the obvious. Your insight is surely to rival the greatest of detectives." Sol said with his voice heavily laced in sarcasm. Happy however, despite being a rather bright cat, was also exceedingly stupid when it came to receiving praise...and topics concerning fish, but in this case it's about the praise giving.

Happy gained a blush on his face while grinning toothily. "Aye sir! Thank you! See, Natsu; I am smart!"

There was a period of silence as Natsu and Sol looked at Happy who still on a euphoric high from being praised. Sol then turned to Natsu.

"Monsieur cat is aware of le sarcasm, non?" He asked.

"Obviously not." Natsu replied with a deadpanned look on his face. "But now's not the time for talk!" Natsu hopped down from his pillar and landed on the ground before igniting his magic. His fists blazed with magic fueled flames before crashing them together in a brilliant display of power. "It's time for me to kick your ass!"

"Non Non Non!" Monsieur Sol replied. "La bataille against le Salamander of Fairy Tail is sure to be much more exciting that the fight against mon petite rat. How does the saying go." Sol bent his body from side to side with a thoughtful look on his face, only for it to instantly become one of realization. "Ah, yes, I believe the words are...come at me, bro."

Sol made a taunting 'come hither' motion with his hand and grinned as he saw Natsu fell for the taunt. Natsu rushed towards Sol and leaped into the air while rearing back his fist.

"Fire Dragon's Iron Fist!"

"Earth Magic: Earth Flow Spear!"

Natsu's fist was launched forth while a magic seal appeared on the ground in front of Sol. A massive earthen spear was ejected from the magic seal and made impact with Natsu's fiery fist. However, as Natsu was holding himself off from being impaled, another magic seal formed behind him and Natsu glanced behind him in shock as another earth spear launched towards his unprotected back.

"NATSU!" Happy dove down from above and latched onto his best friend. Happy immediately flapped his wings to give him the needed lift, soaring up just in time for the second earth spear to crash into its predecessor, both earth spears shattering each other's tips.

"First the Take Over rat, and now a flying rat." Monsieur Sol growled out with annoyance. "Fairy Tail is just infested with you vermin, aren't you?" Monsieur Sol generated his magic energy and slammed his hands down on the ground.

"Earth Magic: Roche Concerto!" A twister of rock formed out of the magic seal as it burst to life, swirling towards Happy and his Dragon Slayer passenger. Happy quickly barrel rolled to avoid the first attack before diving low to avoid the second. A third wave of earth tore apart the ground beneath in a seemingly ironic manner, leaving a trench behind to mark it path. However, Happy shot skyward and converted his momentum in a manner that allowed him to perform a loop-de-loop as a massive earth fist rocketed towards the dynamic duo.

Sol gritted his teeth as he continued to try and hit the blue furred cat. "That annoying pest. It seems as if he's a key player to allow the Salamander to avoid my attacks." Sol adjusted his monocle as a wicked grin grew on his face. "Time to exterminate a rat."

"Earth Magic: Roche Concerto!"

"Happy you are positively badass!" Natsu cheered for his best friend's aerial acrobatics. "Way to avoid those rocks!"

"AYE SIR!" Happy responded with a concentrated look on his face as he rotated around the second earth fist. "Natsu, I'm going to throw you! The velocity I generate from throwing you should increase the intensity of your flames when I do so!"

There was a short period of silence as Natsu processed the information. The gears turned readily in Natsu's skull.

"Huh?" He replied intelligently.

"I throw you, you cover yourself in fire and hit him in the face." Happy deadpanned. The gears clicked and Natsu grinned before slamming his right fist against his left palm.

"Throw me, Happy! I'm gonna tear that fuck mothering weirdo a new one!"

"AYE SIR!" The blue furred Exceed quickly dove towards Sol, avoiding the earthen projectiles as he did so, before swinging his arms back and letting Natsu fly. Natsu quickly engulfed his body in flames, giving himself an even greater amount of thrust.

"FIRE DRAGON'S SWORD HORN!" Natsu roared as he rocketed towards Sol. Sol quickly waved his arms in the air and sent forth two massive boulders from the ground. However, Natsu speared through them like a hot knife through butter only for a massive rumbling to occur beneath Sol's feet and as he slammed his hands on the ground.

"Earth Magic: Earth Dragon Bullet!" A massive earth dragon erupted from the ground and shot towards the Dragon Slayer with a deafening roar. It opened its maw and its glowing yellow eyes seemed to gain a brighter shine before it clamped down on Natsu's form, eating him whole. The dragon growled in satisfaction, but the glowing yellow eyes widened in shock as its body soon began to bulge, veins of fire spreading across its body before it exploded into pieces.

"FIRE DRAGON'S ROAR!" Natsu roared and the massive torrent of magic energy and flame tore through the earth towards Sol's location and caused a massive explosion, kicking up tile, dirt and rock. The shockwave resulted in a few of the nearby support pillars to crack, and when the winds died down and the dust cleared, it was shown that a massive crater lay where Sol's form had once been.

"Ha, gotcha!" Natsu smirked as he landed on the ground. However, his ears twitched and his dark eyes widened when he heard the sound of laughter. He spun around, his head moving so quickly he could have gotten whiplash, but even if he had felt it, it would have been ignored for the fear and anger in his heart as he saw Sol protruding from a support column with his thin fingers wrapped tightly around Happy's throat.

"Non Non Non, monsieur Salamander...it is not you who has moi, but it is moi who has your little flying rat." Sol chuckled before applying a bit more pressure. Though the act of Happy's eyes bugging out of his skull was humourous, the fact that he was beginning to turn a darker shade of blue due to a lack of oxygen, was not.

"Oi, bastard, let go of Happy! He has nothing to do with this fight!" Natsu snarled. The green haired mage of Phantom Lord gained a glint of maliciousness in his beady eyes.

"Oh very well, here you go!" Sol slammed Happy against the pillar with great force, earning a yelp of pain from the winged cat. Natsu's eyes widened and he quickly shot off towards the enemy mage and his best friend as Sol threw Happy towards the ground. Time seemed to slow down for Natsu as he raced towards Happy as fast as his legs would carry him, but just as he was about to be within arm's reach of the young cat, Happy's body froze from the impact when an earth pillar was erected beneath him.

Happy's eyes widened from the shock and pain, blood and spit flying from his lips. Sol chuckled darkly and snapped his fingers and the circular area of the cylindrical object morphed to become a giant hand that wrapped itself tightly around Happy. Happy was then raised high into the air before being slammed against a nearby pillar.

Sol's chuckles became louder as he snapped his fingers again. The earthen arm swung Happy into the ceiling this time. Sol was now laughing maniacally while bending his body from side to side as he made his final snap. Happy was slammed harshly into the ground, the palm of the earth hand driving him hard enough to produce an imprint.

The earthen arm then vanished in a burst of magic to reveal a battered and bruised Happy. All was silent for Natsu Dragneel as he looked at the still form of his best friend and partner. He quickly ran towards Happy and knelt down, picking him up. His ears twitched and he released an internal sigh of relief when his enhanced senses picked up on the tuna scented breath that came out of Happy's mouth and the slow heartbeat in his chest. As he cradled Happy's form, his eyes widened when he felt something warm and wet touch his fingers. Glancing at where he held the blue cat's head, his eyes widened when he saw blood flow from the wound down the winged cat's skull.

He stared at the red substance as if it were some sort of object from a foreign land. In all the time Natsu had raised Happy with Lisanna, in all the time he had spent on dangerous missions with Happy, no matter what the situation, Happy's durability was practically supernatural and he never bled. Until now.

Natsu growled as he rested Happy gently on the ground, and rose to his feet, his rose coloured bangs shielding his face.

"You...You bastard." Natsu's hands clenched into tight fists, his eyes glowing with a ferocious red light as his magic spiked and his flames engulfed his hands. "You bastard! You made Happy bleed!" Natsu stamped his feet into the ground before ejecting flames from the bottom of his sandals. Sol's euphoric form utilized its amazing flexibility and he snaked around Natsu's kick as the rosette seemed to have materialized out of thin air. The blow had blown a massive hole in the support column and Monsieur Sol continued to laugh.

"Of course I did." He landed a punch to Natsu's chin making the rosette's head snap back before a magic seal formed in front of him. "And I will extinguish all vermin. First the flying rat...and now you, Salamander!" A twister of rock erupted out of the magic seal and made Natsu tumble through the air, but Natsu righted himself and dug his feet into the ground, tearing a trench in the ground as he used friction to slow his movement.

Natsu's head snapped up and then he reared back a hand. Learning this trick from Macao, Natsu adjusted the composition of the magic in his flames and generated a giant hand of flame and stretched it out towards Sol. The green haired Earth mage could only stare with wide eyes when the flames wrapped around his body as if the flames were solid.

"NO ONE..." Natsu pulled Sol out of the column and towards him while engulfing his other hand in fire. "MAKES HAPPY..." Sol rocketed towards Natsu with amazing speed and Natsu reared back his fist. "...FUCKING! BLEED!" The Fire Dragon's Iron Fist crashed harshly against Sol's face and the Earth Magic user lost a tooth and a few drops of blood as his lip burst apart. He was sent rocketing through the air, but Natsu sped after him and grabbed Sol by the throat and slammed him into the ground, but continued to run, dragging Sol through it.

He then pulled Sol up and landed a punch to the gut before twisting and slamming a flaming elbow against Sol's chest, burning a hole in his suit's overcoat. He spun on his heel and reared back his right leg and let it fly.

"FIRE DRAGON'S TALONS!" The flaming foot crashed into Sol's ribs with enough force to make the bones creak and the spin kick sent Sol tumbling through the air, crashing through two support pillars and then landing against the ground with earth shaking force. However, Sol was quick to recover as he used the momentum to bring himself back to his feet. A shadow covered his body and the intense heat from Natsu's rage infused fires was felt even from twenty, and quickly decreasing, feet in the air.

The flames fashioned themselves into wings and Natsu swung his arms downwards with great speed. "FIRE DRAGON'S WING ATTACK!" Sol reacted and quickly used his flexible body to avoid the burning hammer strike from above. The ground shuddered and shook before it caved in on itself, the fires blowing a hole in the ground.

Sol then got behind Natsu and dragged his arm against the ground, encasing it earth. "Earth Magic: Terra Impact!" The earthen arm of the green haired man slammed against Natsu's back, making the rosette stumble forwards, but Natsu quickly spun with strike and lashed out with a strong flaming kick that shattered the earth around the arm. He then grabbed Sol by the wrist and pulled him forward, driving his knee into the man's stomach.

Sol was then grabbed by his hair and yanked downwards as Natsu brought his knee up again, this time, smashing apart Sol's monocle when the joint collided with nose cracking force against Sol's face. The cartilage broken, blood flowed with gusto from Sol's nostrils.

"Fire Dragon's Claws!" Sol's head reared back from the force before a ferocious right hook nearly dislocated his jaw. A left hook followed after before a sweeping upward kick sent Sol off the ground.

"Fire Dragon's Talons!" Another upward sweeping kick followed after, colliding with his chest and Sol flew high into the air. Natsu then ejected flames from his fists to give him a boost in altitude as he leaped after his airborne opponent and then clasped his hands together and brought them down in a crushing hammer blow that sent Sol to the ground at a breakneck speed.

Sol groaned as he lay in a crater and Natsu fell after him, his body engulfed in fire.

"FIRE DRAGON'S SWORD HORN!"

Sol lay in the crater as he watched Natsu descend towards him. "Foolish vermin." And with that, Natsu collided with the ground in time to see Sol vanish into the earth. As the fiery explosion rocked the mobile guild house of Phantom Lord, Natsu's flames had extinguished. The son of Igneel glanced around, his senses stretching to its limits as he searched for his opponent. However, blinded by the dust and his hearing partially occupied due to the remnants of the shockwave and sound of falling stone, Sol had chosen then to pop out of the ground faster than Natsu could react.

"Bonjour, Salamander!"

Sol grabbed Natsu by the wrist and bent his body around the arm. Natsu's eyes widened in disgust and amazement as Sol snaked his way up and around Natsu's body, binding him.

"To the ground!" Sol announced. Natsu suddenly felt his body being moved of its own accord and he twisted in the air. Sol then undid his bindings so that he was now above Natsu and slammed his feet down on Natsu's unprotected back. However, Natsu reacted quickly and adjusted his arms so that he caught his body by the forearms, his head hovering an inch away from the ground which would have caused a concussion creating impact.

Natsu unleashed a burst of fire from his body and sent Sol flying back through the air, but as Sol landed on the ground, the mage of Phantom Lord slammed his hands on the ground.

"Unlike mon petite rat, you will not escape this!" A magic seal formed and the earth began to liquefy. "EARTH MAGIC: EARTH FLOW RIVER!" The ground flowed like it was water and soon a massive river of mud crashed into Natsu with terrific force, and then Sol chuckled as he manipulated the mud that was ahead of Natsu. The mud rose and formed a massive arc and Natsu could only struggle before the massive wave of mud crashed down on him.

"Earth Magic: Platre Sonata!" Out of the mud river, a massive clenched fist of earth slammed into Natsu's mud covered form with terrific force which carried him through the air, smashed him through the wall and sent him flying outside the mobile guild. The scream of anger and pain (but mostly anger) from the son of Igneel was music to the mustached mage's ears and he chuckled as he bent his body from side to side while waving his hand.

"Au revoire, Monsieur Salamander."

* * *

**Back Outside**

The Fairy Tail Mages were giving it all they got, especially Elfman, who was going postal on them with his Iron Bull arm. "YOU THINK BEING GHOSTS MAKES IT A VALID EXCUSE TO FIGHT ME!? IT TAKES A REAL MAN TO GIVE ME A SMACKDOWN!" He roared, as he smashed through another bunch of the phantoms.

But then suddenly, he heard a subtle scream and turned to the Giant as something caught his eye. He focused on hearing the scream and looked closer as he saw a figure falling off the giant from a big hole in the wall and make a big splash on the sea bellow and quite a distance from the mobile guild. Elfman got a good look and then realized who it was, "NATSU!" immediately; Elfman snarled, as he immediately ran and hopped towards the Giant. Alzack got a good look at what he was doing and called out, "Elfman, where are you going?!"

"Natsu's out of the fight; I'm going to fill in for him." he shouted, as he hopped up, climbing up the giant. "I'M GONNA HELP THE OTHERS OUT LIKE A REAL MAN SHOULD!"

* * *

**Inside**

Elfman hopped into the room Natsu was blasted from, as he now stood face-to-face at the Whack-A-Mole Man, Sol. "So you're the guy who threw Natsu out." He said seriously while cracking his knuckles in preparation for the fight.

"Non non non you are correct monsieur." Sol replied while flailing himself sideways like an upside down pendulum.

"You think you're hot stuff, thinking you can take on Natsu like that. And as an added insult, you fought dirty against Ben!"

"Zay wat? I don't know zis Ben you refer to," Sol innocently questioned as he bobbed sideways the whole time.

"The Legion of Fairy Tail! The guy you thought was buried alive, when you kidnapped Lucy!"

Sol lit up as he realized it, "Zat waz the Lezion of Fairy Tail!? OOHOHOHOHOHOHO! Zat eez ridiculous! Zat such a leetle boy gained zuch a title."

Elfman sneered with anger, as he reared his fist back, as he shot out, "DON'T MAKE FUN OF A MAN'S PRIDE! BETWEEN THE TWO OF US, BEN'S A HELL OF A BETTER MAN THAN YOU GIVE HIM CREDIT OVER! I'D APPROVE OF HIM DATING MY SISTER!"

* * *

**Meanwhile** **Back at the Guild**

Mirajane had returned to the Guild after dropping off Lucy at Ben's house, meeting up with Cana to report on the situation. "How is it? Did Ben and the others make it in there?"

"They sure did," Cana nodded, but then sweat dropped, "Although, Natsu got knocked out faster than ever. Last I saw he was yelling how he was going to get even with someone he called a 'Weirdo French Guy' and then headed back into the Giant by swimming and climbing up. Although for some reason he's heading for a different spot. As for your brother he rushed in there as soon as Natsu fell out.

Mirajane paled at the news, and nearly whimpered, "What? Why would he do that?"

"You know your brother; he couldn't just stand back and let the others go in with one member down and out."

Mirajane's face became even more distressed, even more than when she heard the news of what happened to Shadow Gear, and Lucy being kidnapped.

"He'll be fine," Cana reassured her. "He was one of our top fighters in the raid earlier. Remember?"

"Fighting grunts is one thing, but if he faced against one of Phantom's best, I don't think he could handle it," she replied, more worried than ever.

Cana looked a little worried herself, and also saddened at what Mirajane was talking about. She was referring to a certain event from before, and Cana nodded, "Well… I understand that. Considering what you two went through… with Lisanna." But then she looked to Mirajane and reassured her, "But don't forget, we've all suffered with you. But I think this is his way of leaving the past and moving forward. So please, let him do this…"

'Lisanna,' Mirajane thought, and then became determined, "I need to leave the past too." She thought before suddenly a magic circle appeared below her feet. One that she didn't make herself.

"What's happening?" Mirajane asked out loud as her body began hovering off the ground.

"Mira what's wrong!?" Cana said before she grabbed her and tried to pull her out of the magic circle to no avail.

Before she could reply Mirajane disappeared from view as her body seemed to turn into light before vanishing.

* * *

**Back in the Giant**

Elfman was getting fed up with the Frenchman, as he reared his right back, "TAKE OVER: BLACK BULL!" and suddenly, his entire right arm bulked up and morphed into a heavily muscled black furred arm.

He charged at Sol, who simply brought up an Earth barrier, as he blocked it. He hopped to another end, bobbing sideways, as he chuckled, "Oooh, so you transformed your entire right arm? How predictable of you, seeing as how you've stopped trying to do an entire Full Body Take-Over."

Elfman blinked, "How'd you know that?"

"Eet's one of my abilities: I can read the minds of those I fight." Sol pointed out, as he stopped, and stroked his mustache, "When you entered zis room to save Zalamander, I learned every zing about you. Even though you so rudely stepped on my face in ze process." He then snickered as he evilly glinted at Elfman, "I was alzo intreeeged… by ze fact that you had a younger zester, Leezanna."

Elfman's eyes went wide with shock, but it switched to enraged fury, as he charged, "I've had enough of your babbling, Sol! Get ready for a beatdown!"

He swung at Sol with his Black Bull arm, but Sol dodged his every blow. Every time Elfman got close, the Earth Mage either ducked back into the earth, or he bent sideways like a crazy punching doll. Every move was futile. But as he dodged, Sol taunted, "I wonder eef leetle Lisanna was zis quick to dodge you… after you attempted a Full Body Take-Over." Eflman flinched at that, giving Sol enough time to attack, "EARTH MAGIC: SABLE DANCE!"

Suddenly, sand swirled around Elfman, blinding him from any move Sol was about to do. When it finally cleared, Elfman looked around to see where he had gone, "What the…? Where are you? Fight like a real man!"

"Behind you," Sol casually answered.

Elfman turned around to see Sol there, but it was too late, as Sol called out, "ROCHE CONERTO!"

And in an instant, rocks shot out from the ground, and struck at Elfman, causing him to skid back.

Elfman wiped his lip, as he growled, "You're fighting dirty, pal. You want a knuckle sandwich that badly?"

"Such strong talk," Sol taunted. "But I know otherwise."

"You got something to say to me, pal!" Elfman shot out.

"I doubt that you'd have much bravado if eet was Lizanna you were fighting," Sol taunted. "I mean, seemply because she died due to your failure at a Full-Body Take Over."

Eflman growled, as he reared his fist upward for another Take Over, "BEAST ARM: IRON BULL!" his arm remained the same, but it became encased in living armor. He charged again to slug Sol, although he slunk back into the earth.

Elfman looked around to try and find him, but suddenly Sol appeared, stretching out from under the Take Over Mage. He wrapped around Elfman's right arm like a snake, as he taunted, "Laloo."

"You are seriously creepy," Elfman shot out, as he tried to pull him off, but it doesn't work. "Unhand me!"

"No, no, no," Sol corrected him. "Weet Sol, you don't stand a chance."

"Just get off me, Man sewer Sol!" Elfman roared.

"It's Misour you idiot." Sol stated, as he reverted back to normal in the air, and spun kick Elfman across the room.

Elfman got back onto his feet, as he wiped his brow, as he growled, "This guy's way stronger than he looks. I'm just gonna have to try and hold out until Natsu and Happy get back."

Sol bounced sideways again, connected to the floor, as he taunted, "As I recall, many years ago, you attempted a full-body takeover, no?" Elfman lightly growled, hoping not to remember such an event. "Oooh, does it trouble you so?"

"YOU SHUT UP!" Elfman roared, as he jumped at Sol, preparing to attack again.

When suddenly, a statue popped out of the earth, that stopped Elfman in his tracks. It was a statue of a young petite girl with short hair, wearing a dress. Immediately, Elfman stopped, as his eyes went wide with shock, as he whispered in utter shock, "… Lis… Lisanna…"

"No, but an incredible resemblance; don't you theenk?" Sol pointed out, as he wrapped around the statue, and taunted the stunned Elfman. "I did say I scanned your memories earlier, when you stepped on me earlier, didn't I?"

Elfman snarled, "You bastard."

Sol placed his hands on the statue, as he taunted, "My my, what an adorable little sister you have 'ere." He then looked to Elfman and continued, "I gathered from your memories you haven't seen her in a while. And why is that? Oh, pardon moi. You buried her in ze cold dark earth."

At that realization, Elfman's arm reverted back to normal, as he looked in sorrow at Lisanna's statue. "Oh, how could fate be so cruel to someone you loved so much?"

Suddenly, the statue's eyes opened, with one resembling Sol's eye, as it spoke to Elfman, "Why? Big brother Elf?"

Elfman flinched at this, not scared but startled at how the voice sounded exactly as he remembered her. However, he pulls back, as his body glowed with a purple aura, as he grunted, forcing himself to do the one thing he vowed never to do: a Full-Body Take Over. 'I can't let him get to me,' Elfman told himself. 'I've got to do this!'

Sol took notice of what he was doing, as he stroked his mustache, "Oh no, no, no, no, no. If I were you, I would not try another Full Body Take Over. You're far too weakened." Suddenly, the floor shifted, as well as more Lisanna statues appeared, this time colored with the same color hair that Elfman and Mirajane had, and wore a white and red dress, as Sol taunted, "Don't you remember the last time you attempted zis?"

The statues looked at him, as he tried to focus, but they all spoke to him, rather disappointed and sad, "Big Brother Elf. Why did you hurt me? Why did you let me die like that? I thought you loved me. How could you forget about me? Don't hurt me, Big Brother, please!"

The guilt was becoming too much, as Elfman collapsed on one knee, nursing his right arm. Sol simply shrugged, "See? Don't waste so much energy on something you know you can't do yet."

"You should fight me fair and square! LIKE A REAL MAN!" Elfman shouted in anger. "You're nothing but a coward; messing with my head like this!"

Sol seemed insulted as he reverted the Lisanna statues back into the earth, "Are you insinuating that I am not a real man?" he shook his head disapprovingly, "What gives you the right to call me not a man, when you yourself are trash? Allowing your little sister to be killed in such a manner. You're not a man or trash, you're a monster."

Elfman couldn't retort to that, seeing in some way Sol was right. To him, he was a monster: one that let his sister get killed by his own hands. Sol formed a twister circle of earth above his head, as he prepared to attack, "But enough torturing you, let us finish this! PLATRE SONATA!"

Suddenly, a fist made of plaster shot out from the twister, and punched Elfman out of there, crashing through a hole outside.

* * *

**Outside**

Mirajane struggled between the fingers of the Giant. She had suddenly reappeared in its grasps when she disappeared from below. It seemed she had been teleported.

_"Don't bother struggling." _The voice of Jose spoke over the intercom only this time it was from the ones near its arms so that only she could hear him.

"Let me go!" Mirajane yelled out while disregarding his request and continued struggling to get out. "What do you even want from me!?"

_"Tell me where Lucy Heartfilia is?" _Jose demanded.

Mirajanes eyes widened in worry for a moment before she got a rebellious look. "I'll never tell you."

_"I won't ask you again. Where is she!? I know you moved her to a different location and you will tell me where she is otherwise you will suffer for it!" _Jose demanded impatiently.

In response Mirajane just glared towards the head of the Giant since she didn't know where Jose was exactly. "I'll never tell you were she is. I don't care what you do to me, I won't betray her!" she shouted in protest.

_"THEN YOU'LL SUFFER FOR YOUR INSOLENCE!" _Jose shouted before the fingers of the Giant holding Mirajane began to tighten very slowly at a snail's pace but they were already tight on her that she began to struggle and groan in pain. Clearly Jose didn't intend to give her a quick death and was planning to drag it out.

She saw the hole explode before her, and saw Elfman crash at the opening. He lay there, in pain, as he struggled to get back onto his feet. She gasped at this sight, as she called out, "ELFMAN, NO! ELFMAN!"

That voice was enough to wake him back up, as he cracked his eye open, "Mirajane? Wha.. ?" He then spotted Sol casually walking towards him, and shot up, as he yelled out, "WHAT THE HELL?! WHY IS MY SISTER HERE?!"

"I do apologize for this," Sol stated as calmly as he did. "Holding your older sister, Mirajane Strauss, AKA the She-Devil, in such a state. This is actually Master Jose's will; he's simply punishing her for not revealing the location of Lady Lucy Heartfilia. Such a shame; you're going to lose both your sisters. She'll be crushed to death soon."

The hand that held Mirajane rose upward, almost taunting Elfman to bear witness to the whole scene. Mirajane struggled, as she screamed out, "RUN, ELFMAN! RUN WHILE YOU STILL CAN!"

"NO, I WONT LEAVE YOU," Elfman shouted back.

"What a shame," Sol taunted. "You killed your baby sister, and now you see the older sister die before your very eyes. Your so-called manly façade is just a way to hide the weak helpless little boy you truly are." He then formed a magic circle, as he cried out, "For such a crime, I shall give you eternal torment! MERCI LA VIE!"

Elfman was engulged in yellow energy, screaming in pain, as Sol shot out, "You will become one with the Earth itself. All the while you shall relive your old memories, tormenting you until the end of time!"

"No, stop it!" Elfman groaned, unable to fight back, as he roared out, "NOOOOOOOOOOOOOO!"

* * *

_Somewhere back in time, a young Elfman was crying in front of a grave. A grave of his dead parakeet, as he was on his knees, sobbing at the loss. "Big Brother Elf," a familiar voice cried out, as a younger Lisanna ran up to him. He saw what terrible pain he was in, and knelt down to hug him, as she sadly smiled, "It's okay, Big Brother. You had nothing to do with his death. All living things die at some time. But as long as you remember them, they'll live on forever in your heart."_

_But Elfman pushed her away, as he ran off, "Shut up! You don't understand how I feel!"_

_Lisanna looked at his brother running off, and then sob._

_The next memory, it was of the time the three siblings had gone on their S-Class mission. They said their goodbye to Natsu and Happy. However, Natsu said he wanted to come, but Elfman shot back that he didn't want someone like him helping him._

_While in a trance, Elfman sees old memories he shared with Lisanna. The first one is when he was still young, crying at his dead parakeet's grave and Lisanna came to comfort him and says that all living things die some time, but if he remembers them they'll live forever in his heart. Young Elfman rejects Lisanna's comfort and this makes her cry._

_The second memory is of the time they went to help Mirajane in an S-Class quest and they were saying goodbye to Natsu and Happy for a while. Elfman tries to tell them to not go to that mission or at least take Natsu with them, but the memory fades out._

_The third and probably the worst memory is when he was taken over by The Beast and lost his reason. He injured Mirajane, who told Lisanna to run. But Lisanna didn't leave and tried to talk to Elfman, saying that he can't have forgotten her and Mirajane because they both love him very much and they should head home. This didn't snap Elfman back to reason and he tosses Lisanna away with much force and this causes her supposed "death"._

_The fourth memory came, and it was of him and Mirajane crying at Lisanna's grave. In the memory, he is seen blaming himself for Lisanna's "death", but Mirajane tells him that it isn't his fault and that Lisanna told him that all living things die some time. They promise to live on to their fullest in Lisanna's stead during that time. The almost-statue Elfman sheds a tear when he is snapped back into consciousness by Mirajane's voice._

* * *

As Elfman was slowly being engulfed in stone, Elfman managed to see Mirajane, as she cried out, "ELFMAN! PLEASE, SNAP OUT OF IT!" She then began to sob, as she tearfully looked to him, "I can't lose you too."

Sol stepped towards him, as he taunted, "And now for the Cue de Gras."

Elfman snarled, as he growled under his breath, "I swore… I swore back then I would never make her cry… EVER AGAIN!"

Sol was getting fed up with this, as he blew a raspberry in disgust, "Oh, don't talk such trash, you monster."

Suddenly, the rock shattered around Elfman, as a yellow glow appeared to blind almost those who looked at it. "WHY IS SHE CRYING!?"

Mirajane suddenly paled, as she whispered, "Oh no, that light. ELFMAN, NO!"

"Fool," Sol taunted. "You're not strong enough for a Full Body Take Over." But then the light intensified, as it suddenly died down. Once it did, Sol blinked in amazement, "Mon dieu."

In the dust, a hulking figure kneeled hunched over, as a guttural growling voice boomed out, "Lisanna died because I was weak. I never want to feel that way… EVER AGAIN!"

The figure stood up, as the dust cleared, revealing the form that was once Elfman Strauss. He was a hulk-like beastly creature. His size was exponential, with his arms grown longer, larger, and sprouted sharp claw, becoming thick with fur, and his abdominal and pectorals prominent in the middle. His hair took on a mane-like appearance, his ears and canine teeth became pointed, and he grew a pair of striped horns pointing upward, starting from a bone plate on the forehead. The legs had become larger and were now dark hooved, gaining a pair of protrusions sprouting from the shoulders, similar to the appearance of the horns. Luckily, he still had his pants. This form that Elfman took, was the same one on that S-Class mission that cost Lisanna her life. The Beast, or more described once, as the King of Monsters.

Sol paled, as he realized the situation, "Zut alore… he did it."

"A…Full-Body Transformation," Mirajane groaned out fearfully as she shook not for herself, but for Elfman. "Beast Soul!"

At that moment, as Elfman's Beast form looked at Sol, his calm demeanor sank back, and he began to panic as he was scared at such a sight. "NO, nonononononononono," he began to gulp, as he tried to get his way out of this, as he tried to justify his actions. "Zis is all a big misunderstanding, nespa!? I wasn't trying to hurt you; I simply was trying to help you. Monami! Eez true, ze past is hard at times, but ez a harsh trial for us to overcome, no? and with my help, you have indeed become the crem de la crème. A real man, no? Nespa?"

But Elfman's form simply looked at him, his eyes glowing with rage. Sol gulped at this, as he slowly backed away, "Well, I should be going now. Tootaloo."

However, before he got far, Elfman simply swiped his hand forward, like a dog shaking its paw. And smacked Sol across the room, crying out in pain. He stopped, as he flipped in the air, and glared at the beast, "Okay, if zat's what you want, zen so be it! PLATRE SONATA!"

Suddenly materializing from flying earth all around, a giant punching fist shot right at Elfman. However, it didn't have the desired effect on Elfman as he wanted. Instead, Elfman smashed through it, making it into pebbles and debris, as he charged at Sol, who gulped.

"Eh, se bu?" he whimpered. But Elfman smashed his fist downward, burying him into the floor.

He continued to do this, as he was smashing the heck out of Sol. Mirajane could only watch, as she pleaded, "Stop it. Please, Elfman…"

But her words didn't go heard, as Elfman continued to beat the living snot out of the whimpering Frenchman. He continued to do so, until he stopped to take a breather and allow the dust to settle away. Once that was done, Sol was visible again, as he whimpered, his face a bruised and beaten version of himself again. Sol managed to whimper out again, as he weakly pleaded, "Have Merci, nes pa?"

This only angered the Soul Beast that was Elfman further, as he continuously smashed Sol even more. Only this time, it was more rapid and furious, as it looked like he was going faster his with smashing punches. Mirajane couldn't take this anymore, seeing her brother lost in his rage, as she finally cried out, "ELFMAN, PLEASE STOP!"

Once the scream echoed into his pointy ears, the Beast stopped, as he looked down at Sol. The poor bruised up French Mage was half-conscious, as he was knocked out completely. Elfman had won the battle, and merely huffed at the man, as he stomped away, heading outside.

He hopped outside, and onto the arm that held Mirajane. Once she saw him slowly approach her, she became nervous at this sight, as her thoughts screamed in worry, 'Oh no. please don't tell me he lost his reason? Please, Elfman…' as he approached her slowly, she pleaded to him, "Elfman, please. You're still in there. It's me, Mirajane." Once he was close to her, he stood over her, like he was about to eat her now. Tears streamed down her face, as she pleaded, "Elfman, look at me! It's me!"

He lunged at the hand, and pulled it open, releasing her. But before she could fall, he easily caught her in his free arm, and held her close to his chest. Stunned by this, she didn't expect what would come next. "I'm sorry I made you cry like that, Sis."

Mirajane blinked at that, as she whispered, "Elfman…?"

"I'm so sorry," he apologized. He then suddenly changed back into his human form again. "I know you never wanted to see me that way again. It was because I couldn't control that form that Lisanna died that day."

Mirajane's eyes went wide with surprise on that, and then hugged her brother, comforting him, as she consoled him, "You didn't have a choice, Elfman. You wanted to protect Fairy Tail, and you wanted to save me. But in the end, you came back." She then looked up to him, and brought him to look at her, "It wasn't your fault that Lisanna died that day. You tried your best to protect both of us back then."

But Elfman couldn't believe that, as he insisted, "But I…"

"No," Mirajane sternly but gently comforted him. "She's still with us. As long as we remain with our decision to live a full life then I know she's happy… we're doing this for Lisanna's sake."

At that moment, Elfman broke down, crying in his sister's arms, "I'm just so glad you're alright."

Mirajane smiled, as she returned the hug, "And I'm glad you're alright too, little brother."

However, their heartwarming moment stopped, as Mirajane realized something, when she turned to see the Giant make the Abyss Circle. "Elfman look," she pointed out, getting her brother to turn and see it himself, "The Giant. It's slowing down."

Elfman blinked at this as well, as he asked aloud, "What the…? Why now?"

It was then that she turned to see Sol down and out, and then realized it, "Wait a minute. The Abyss Spell. It must require a lot of Magic energy to make it possible. I think that the Element 4 must be tied to it somehow." She looked to her brother, and asked, "How many of the Element 4 do you think might still be about?"

"I don't know," Elfman confessed. "I didn't have time to ask Natsu when I saw him crash in the Water. Let alone Happy when he went after him."

"Two are down and two are left." a new voice suddenly popped up. The siblings looked as to where the voice came from and saw a small cloaked figure standing at the edge of the hole that Elfman had jumped out of. "Ben unintentionally defeated Totomaru of the Element 4 when the Jupiter Cannon was destroyed. And you just defeated Sol, so now there are only two left."

The little figure was about to leave, until Mirajane called out, "Hey wait a minute! Who are you?"

The little figure turned sideways to face her, and allowed a smirk to appear on his shadowed face, as he simply answered "Well now… that would be telling." And then he disappeared from view as he flew back into the Giant.

The two Strauss siblings blinked at that, as Elfman pondered, "What kind of Man says that?"

"That doesn't' matter," Mirajane looked to her brother, "We've got to find the others and tell them what we know!"

* * *

**Elsewhere**

Gray continued to sprint down a long corridor with a high ceiling and giant, stone carved demons sitting on Roman-like pillars. He had split up with Natsu, Ben, and Erza to cover more ground in hopes of finding the Abyss Break's power source. The Teen Ice Mage had been running down the hall for several minutes, coming up against zero Phantom opposition.

'Why don't they have any guards or something patrolling the halls?_'_ Gray wondered. 'Do they want intruders to be able to break in this easily? Eh, whatever. Makes things easier for me.'

Gray ran through the end of the corridor and into a large room that had a red carpet stretching down the center of the room and up a grand staircase at the other end. Running along the carpet were brown pillars with light-emitting lacrimas on top.

Gray stopped and observed his surroundings. "Hmm," he tapped his chin in thought, "maybe the power source is up those stairs?"

Suddenly, within the blink of an eye, Gray yelped in surprise as he was lifted off the ground by a powerful gust of wind. He landed on his back with a grunt, trying to comprehend what had happened.

"How sad." a voice commented.

The shirtless Ice Mage lifted his head up to see a swirling twister of air a few meters in front of him. The twister vanished and in its place was a big man wearing a long green coat, a yellow shirt, loose paints, and a green top hat.

"I have seen your power, quite impressive; nonetheless, no matter what form your magic takes, I shall blow you away with my might." The man stated.

Gray got up from the floor and scowled at him. "Let me guess, you're one of the Element 4."

The man lifted up his head, and Gray was kind of taken back to see that his eyes were covered by a blindfold. However, what really confused the teen hero was that rivers of tears were streaming down his face.

"Indeed. My name is Aria," he replied, "I am the strongest of the Element 4. I've come in hopes of slaying the Legion of Fairy Tail… seeing as how he was immune to my Metros attack."

'Metros? Is that what drained Gramps of his magic?' Gray blinked.

"I don't care what you came here to do and I'm afraid you'll have to settle with me. All I know is that I have to destroy that Abyss spell's power source, and if I have to take you down to get to it…then so be it." Gray declared coolly.

* * *

**Atop the Giant's Head**

A minute later, grey storm clouds were forming over the Giant Phantom. Thunder rumbled through the air as it began to rain. Ben climbed through a broken window to get outside, hoping that it would make it easier to find the Abyss Break's power source. He had come up here thinking that the head section was where the power source would be at since that was where it usually was in robots… well they also tended to be in the chest area but Ben already came from there when they all snuck inside.

When he felt the rain hit his body, he glanced up at the sky in confusion. "That's weird." He noted, as he pulled his hood over his head. "When did it start raining?"

"Drip, drip, drop," a monotonous feminine voice called.

Ben immediately turned around to see a young woman approach him. She was a Caucasian pale beauty with a curvaceous figure, blue hair that was curled at the base, dark blue eyes, and pale skin. She wore a navy blue coat, a fur shawl, and a hat that Ben would later find similar to that of a Russian Cossack. She was holding a pink umbrella with a white frilly trim at the base over her head as she walked toward him. He had to admit she was attractive like many girls in this world although her hair style was a turn off for him.

"Hello," she said, "My name is Juvia Lockser, and I am the Rain Woman of the Element 4. Drip, drip, drop."

'So much for finding that French weirdo to settle the score, I guess I'll have to deal with her first,' Ben glared hard at the Phantom Mage, immediately recognizing her. "So you're one of them too, huh? And you're the one; the Water Witch that took Lucy away. Well then, bring it on."

But Juvia pointed out, "If you wish to duel, at least give me your name. so that I may engrave it with your buried remains."

Ben huffed, as he answered, "Ben Tennyson, the Legion of Fairy Tail. And like Jose, I'll make you remember it."

"I must say, I'm quite impressed that your Guild was able to defeat two of the Elements," Juvia confessed stoically. "However, you must not underestimate the remaining two."

"Listen lady, if you're looking for a fight I'll give you one," Ben said in a dead serious tone, as he pulled his hood back, allowing his wet hair to flip in the rain. It made him look rather… handsome. "But let's get something straight. I'm not gonna hold back just because you're a girl. I'm an equal opportunist fighter."

A moment of silence passed while Ben and Juvia stared at each other. The tension could be cut with a knife. Unexpectedly, a hearty blush appeared on Juvia's pale face.

"Well then," She turned around and began to slowly walk away, "I give up. You win. Goodbye."

"Yeah that's what I… WAIT WHAT!?" Ben blinked in confusion at this feeling this was a rather rushed defeat, as he stated, "Are you serious!? Just like that?!"

Juvia ignored him as she continued to walk away. But as she did, she shielded her heart with her hand, as she had trouble controlling her head, as her breathing was becoming deeper, her blush remaining on her face, as so many thoughts were rushing into her head. "What's the matter with me." she asked herself, feeling frightened by this feeling inside her. "Th-That was Ben Tennyson. The one from the stories we heard about in the guild. I heard his bravery was unrivaled. That his strength and power knows no equal, but… none of those stories ever mentioned he was so… so… handsome." Her heart beat even faster, as her cheeks felt hot and burning, as she silently asked herself, "What's going on with me? Why is my heart beating so fast? And my cheeks burning red?"

But Ben snapped out of trying to figure out why she gave up so easily, and chased after her, asking aloud, "Hold on! If you're going to surrender, then can you please tell me how to stop the Giant!"

Juvia ignored him as she continued forward. Her hand was placed over her chest. Her breathing was becoming deeper and the blush on her face remained.

Juvia stopped in her tracks. Her dark blue eyes were twinkling with an emotion she had never felt before, or ever thought she'd feel ever. "I can't explain why, but I have this strong urge to make him mine. I just can't help myself anymore." She held out her hand and chanted, "WATER LOCK!"

Without warning, Ben was instantly trapped inside a big ball of water. The brown haired teen groaned in pain, as he tried to hold his breath, but was beginning to choke in there.

"Oh no!" Juvia cried in panic. "He's drowning! I had no idea this would happen! I don't know what to do! I guess I should probably release him."

Suddenly, Juvia was snapped out of her ranting as the ball of water she had trapped suddenly erupted into a whirlwind of water, spreading out. Juvia stood her ground, as the water breezed away from the target. Once the water died down, she was able to see again, and was stunned to see Tennyson freed. But this time, he was in a different form.

Before her, kneeling on one leg, appeared a red, mollusk-like creature. He had four eyes that were green, as well as two on his chest and his mouth didn't move when he spoke. He also had a rough hood on his head, along with a retractable visor, and on his torso, crab-like legs. Behind his legs and on the top of his arms, are small barnacles. He also had spikes on his forearms and on the back of his calves. On the palms of both of his hands there were port holes. He had fingers with claws on them and on each one of his feet, there was a grey spike. His lower torso is grey, with 2 spikes on the side of them. And on his chest was the Omnitrix symbol.

* * *

**Omnitrix Encyclopedia**

**Orishan AKA Water Hazard**

_Water Hazard is an Orishan, a species of naturally armored aliens from an unknown planet in the Andromeda Galaxy. Orishans have an armored exoskeleton which protects their body from damage, including radiation. It also grants them increased strength, able to smash or tear through steel. Orishans can absorb moisture, including from the air, through the port holes in their hands. Orishans can launch pressurized water blasts from these same holes. Their exoskeleton was desired by Aggregor because he believed it made them invulnerable but it was later revealed that it was only against physical attacks they were protected from while energy attacks can harm them._

_According to the Plummer database, Orishans are able to manipulate water and even mold it into a wide variety of shapes. Ben has made some progress in learning this power but has yet to master the ability._

* * *

"A Take-Over Mage," Juvia realized. "But when he attacked Sol, he turned into a savage beast and back at Phantom he could transformed into an armored being that manipulated earth. I never knew he had a form that controlled water as well."

'I've never witnessed a Take-Over Mage that was this powerful, other than the legends surrounding The She-Devil Mirajane. He's amazing!' Juvia thought. Then, the water mage began to have dreamy visions of her and Ben together as lovers. 'To think my opponent would be someone like me. He's a Take-Over Mage and I'm a Water Mage. Our magic powers are connected. Just as water changes temperature and can take on many shapes and forms, he can also change his form to many things as well,' Juvia thought to herself in fantasy land. 'This must be fate saying we're meant to be together, I've finally found my handsome prince.' She blushed madly, as she thought to herself 'And right now, he's before me in armor and on one knee. It's like he's about to propose to me right here and now…'

Water Hazard coughed out all the water, as he groaned and looked at Juvia. "You're a real piece of work you know that. You say you give up but then you turn around to attack me. Well it didn't work and I'm not going to drop my guard again," he admitted. "So you can keep trying to play dirty all you want, but I'm not falling for it."

Juvia held her beating heart and wailed happily, a perverted thought flowing into her mind. Water-Hazard blinked, as he asked, "Uh… are you alright?"

Water Hazard stood defiantly, ignoring the girl's sudden bizarre ways. "I don't want to have to fight a girl, but I will if I have to," he stated. "So you better surrender; otherwise, I'll be forced to hurt you!"

He brought up both his hands, as he fired a powerful double blast torrent of water. They were fired right at Juvia at blinding speed, with the double power of two fire hoses. The rain woman, however, didn't attempt to dodge the projectiles at all; instead, they went straight through her! Instead of blood pouring out, her injured areas took the form of water and merged with the rest of her body and returned to normal.

Water-Hazard blinked at this, as he lightly gasped and stared at Juvia in bewilderment.

"My body is made entirely of water," the blue haired mage explained. "Surprised? Drip, drip, drop."

His eyes widened further from shock.

"Yes," she mumbled in disappointment as she brought her hand to her cheek. "My love is also my enemy. We are on opposite sides of this war. I have no choice but to attack." She turned her attention back to Ben, almost hurt by what she would do next to him. "It seems that this is farewell, my prince." She then held out her hand and summoned a blue magical circle. **"**WATER SLICER!"

Three water whips shot out from her magic circle. Water Hazard's eyes widened before he jumped to the side to avoid them as they hit the top of a steel pillar. The top half was swiftly cut into tiny fragments, much to Ben's surprise.

"You see, given the right amount of force, water is strong enough to slice through steel," Juvia enlightened. "Underestimate its powers and you'll find yourself in a world of pain."

'Man I have got to learn how to do that,'Water Hazard thought to himself in awe at what he could do with moves like that before he shook his thoughts since now wasn't the time for it. "I see, but I'm not ending this battle on my cooked shell!" Suddenly, a wave of water erupted from Water Hazard and sliced Juvia in half. However, the water that comprised her body quickly connected back together.

"Can't you see that you're wasting your time?" Juvia said nonchalantly. "Your attacks have no effect on my body made of water. Drip, drip, drop."

'Great, so then what can I do?' Water Hazard questioned himself before an idea came to mind. "Well let's see what you against this!" he shouted before charging at her.

Juvia didn't move as she felt his attempts at harming her were useless but that didn't mean she was going to just make it easy for him. She raised her hand as a torrent of water shot out but Water Hazard merely used his own hand to fire a torrent of water to block hers and keep moving forward before he suddenly jumped over it and landed right in front of Juvia to her surprise.

Water Hazard got right in front of her and then punched her in the stomach where his fist just went right through her as her gut area turned to water and began to reform itself to normal.

"I told you, my body is made of water. Nothing you do will harm me," Juvia said while raising her hand to fire an attack when all of a sudden Water Hazard's eyes seemed to narrow in glee. The next thing she knew was that he slammed his hands into her stomach area that was still reforming.

"I know, so how about I try something different!" Water Hazard said before his port holes opened up and began to actually suck her water body inside.

"WHAT!" Juvia cried out as she felt herself being absorbed inside Water Hazard. She tried to fight the pull but a large part of her body had already been absorbed and she couldn't fight back. In mere moments she was completely sucked into the drains that were Water Hazards port holes before they closed themselves trapping her inside.

"Wow I didn't think that would work." Water Hazard said to himself in revelation before turning around to head for the window he came in from. "Well then I guess I better… GAHHH!" he shouted as he suddenly wrapped his arms around his chest as he felt pain coming from inside his body.

**"Let me out! Please let me out! It's dark, cold and cramped in here and I think I'm losing air**!" the muffled voice of Juvia cried out in panic from inside Water Hazard to his amazement since he didn't think her voice could be heard through his thick shell.

"URGH!" Water Hazard was unable to answer as the pain was increasing and becoming unbearable. "_Why the hell did I think this was a good idea?"_ he questioned himself before he quickly raised his hands, opened his port holes and shot out a large twin torrent of water at a wall which quickly reformed into Juvia before she fell to the ground painfully.

Water Hazard however felt relief. "Ahh that feels so much better. That's the last time I do something like that."

Juvia slowly got up since she felt a little dizzy from being inside Water Hazard but then a realization came to her as she blushed heatedly. 'I was inside him, I was inside him! OUR BODIES WERE TOGETHER AS ONE, AND_ I WAS INSIDE HIM_!' she thought hotly as perverted thoughts of her and Ben together in bed uniting their bodies flooded her mind only this time she was imagining that he was the one inside her.

"Hey are you ok? Please don't tell me I left you permanently traumatized or something?" Water Hazard questioned after recalling how scared she sounded when she was trapped in his body. He may have been trying to defeat her but he didn't want to do something like cripple her physically or mentally.

Ben's words broke Juvia out of her daydream as her blushed increase. 'He wants to know about my well being. He's so considerate,' Juvia thought to herself before answering. "I'm just fine, my dear. And I have thought of a way we can both come to an agreement."

If Water Hazard had eye brows then one of them would be raised in bewilderment "What do you mean?" But then he blinked in confusion, as he asked himself, "Wait. Did she just call me 'dear'?"

"It's clear that it doesn't matter what you do, you cannot beat me." Juvia stated. "But there is one way you and your Guild may be spared. All we ask is that you hand over Miss Lucy Heartfilia. Do that and I'll ask our master to call off his attack on Fairy Tail and never bother you again."

"Ah c'mon, don't you dare give me that crap!" Water Hazard yelled. This in turn caused Juvia to look at him confused, and rather shocked at that outburst, as he continued, "You and I both know we're past the point of no return. Jose's not gonna stop until Fairy Tail's nothing but rubble, even if we give Lucy to him. And besides, Lucy is one of us, and out of all this, she's the one taking this hard. Even my friend Cana is taking this hard too thinking we don't have a chance. I'd rather give my life than hand her over to you, or to see any of my guild mates like that again!"

At that statement, Juvia dropped her umbrella. Her mind going into a frenzy as she looked like she was spacing out. 'He'd rather give his life, give his life, give his life?! Lucy and Cana are my rivals! Lucy and Cana are my rivals! HE LOVES THEM BOTH!'

All of a sudden, Juvia screamed loudly as she covered her face. "AAAAAAAAAAH! Oh the pain!" she sobbed miserably, as she hugged herself, hiding her breaking heart. "How can fate be so cruel!? My heart feels like it's been torn to bits! It hurts, oh it hurts!"

"What's wrong?" Water Hazard asked worriedly. "Why are you in pain? I didn't even injure you, did I!?"

Juvia ceased her crying. The sadness in her eyes was now replaced by rage and heartbreak. Water Hazard actually stepped back from seeing such a look on her face, not knowing what the heck was going on. "They're not worthy of my prince." She muttered. Then, she roared out, as steam shot from under her skirt, sleeve collars, and her ears, "LUCY HEARTFILIA AND CANA MUST NOT BE ALLOWED TO LIVE!"

Water Hazard only watched with a dumbfounded expression, a sweat drop falling down his face, "Uh, did I miss something?"

Without warning, Juvia shot out a blast of water at Water Hazard. As he skidded back a few meters, he quickly took note that the water was hot.

"It burns?" Water Hazard questioned. He turned his hard glare at the blue haired young woman. "What's your deal? What's your problem with Lucy and Cana?"

No sooner had he said this his body flashed green as he returned to normal since the timer rant out. 'OH, COME ON! NOT NOW, DAMN IT!'Ben shouted to himself as this was the worst timing to change back.

Juvia did not answer him or seem to care he reverted back to normal. She only fired another raging torrent of water at Ben. He swiftly leaped in the air to avoid the blow, but he was surprised by the speed in Juvia's attack. He immediately dodged it and took off his soaked jacket as he tossed it to the side.

This action he took, much to the embarrassment, shock, and pleasure of Juvia, stopped her from attacking for a moment, as her thoughts spun out of control. "He's starting to take off his clothes!" She cried inwardly. "But I'm not ready for this, we just met! Wait, can't we take things slowly!?' but she immediately snapped out of it, as she scowled at him, "Using his sex appeal to distract me in a battle. He's rather devious if he thinks he can tempt me with lust!"

"Jeez she's fast," he murmured, "I don't know if I can keep up." But he smirked, as he activated the Omnitrix, "But I think I have just the guy to cool you off!" And slammed the lens down.

In a green flash, Ben transformed into Big Chill, as he unfurled his wings to outmaneuver her shots in the air. The water torrent that Big Chill dodged came back and circled around Juvia before being blasted back at the Necrofriggian again. The teenage Necrofriggian flew to the side; however, once he landed back on the ground, his feet lost traction on the wet ground and caused him to slip toward the edge. Luckily, Big Chill was able to catch his balance wings unfurled again, just before he would've plummeted over.

"Whew, man that was close," He sighed in relief, as his wings folded back into Cloak Mode.

"Ever since the day I was born I've been followed by the rain." Juvia said. "It gives me strength. It makes me invincible."

"It also seems to go up when you get angry," Big Chill pointed out. "Although I gotta say, you'd be excellent as a living sauna."

She stopped and held up her arm, convening a magic circle above her. "Prepare to be scolded by my jealous rage!"

She fired a few streams of boiling water at Big Chill, but the Necrofriggian skillfully jumped back to narrowly avoid the attacks.

"What are you jealous of!?" He yelled in confusion. But then it suddenly dawned onto him, as he blinked, "Wait. Is this about Lucy and Cana?" However, he didn't get an answer from her, as she shot another blast at him.

He spread his legs to make a wide base before he fired his fists forward, and with his breath, he combined both freeze beams and ice breath to fight against the scolding water. A shield of ice instantly appeared in front of Big Chill, blocking Juvia's blow. However, he wasn't certain that he could hold it up. The water in Juvia's attack was hotter than ever.

"Man, this water is boiling hot," Big Chill said. "I don't think I can keep this up for long."

"Like I told you," Juvia responded angrily, "I am at my most powerful in the rain. You will never be able to defeat me."

Juvia continued shooting her hot water surge until steam shrouded Big Chill's form. When she heard a crash, she immediately stopped. The mist faded, Big Chill was gone. She sauntered toward the broken window upon which he had been previously standing.

"He used the steam as a smokescreen," she realized. "He's not just powerful and handsome, he's also smart too." A warm smile appeared on her face, as well as her blush became pink again, as she gazed into the broken glass. "I truly am in love..." she whispered, as she came to that conclusion.

* * *

**Inside**

Meanwhile, Big Chill was flying down a hallway that had windows on both sides of the walls and even on the ceiling too. All while trying to get away from Juvia, figuring he couldn't win until he came up with a real plan, "I can't waste another moment fighting that crazy girl." He looked outside, as he noticed the Giant's movements slow down, "It's slowing down? Well, at least the others are holding their part, now I just…"

All of a sudden, an inundation of hot water broke through a window on the ceiling, carrying Big Chill away.

"It's burning my skin!" he yelled in pain which disrupted his concentration and prevented him from going intangible as his head broke the water's surface for a moment.

* * *

**Outside**

The water gush blasted through a window in front of Juvia and threw Big Chill into the air. "It's all over now!" she cried, shooting another water torrent at him.

Anger and determination crossed the Necrofriggian's face as he turned around in midair, as his wings opened up, and he held out his palms. "NOTHING'S OVER WHILE I'M STILL BREATHING!"

However, instead of dodging it, he goes through it, freezing it in the process, much to Juvia's shock and surprise. "No," Juvia said in disbelief, "It can't be!"

He flew through further, freezing it more as he grew closer to her. Finally, he froze her in a block of ice Suddenly, Juvia's body and the water around her immediately hardened into a large, spiked iceberg. Inside the iceberg, Juvia's thoughts were ablaze at the moment, 'I know I should be angry with him… but…'

Big Chill was about to smirk in victory until he noticed something. His lower arms were trapped in the ice as well, and his hands had ended up grasping the valley between Juvia's breasts when he had actually been aiming for her neck to try and restrain her. And this in turn caused Juvia to blush like crazy in the ice. This however, made him freak out. "AHHH!" he screamed frantically. "It's not what it looks like! I didn't mean to!"

Inside the ice, Juvia's thoughts were only those of a warm but confused thought, 'Will I be stuck like this forever? I know it's embarrassing, but his touch…'

"I'M SORRY!" Big Chill frantically said, as he fazed her out, before he transformed back into Ben.

The young woman fell into his arms, as he still held on to her. She looked up and gazed at Ben warmly, as she thought, 'Even though I'm his enemy, he released me. He's such a nice guy!'

"Let's just start over, okay?" Ben offered, nervous sweat drops falling from his face after the embarrassing incident. "I mean, without all the... you know."

Juvia pulled away from him, and replied, "Let's not. Honestly, I don't wanna hurt you so there's no point in us fighting anymore."

"Huh?" Ben said puzzlingly. "Is this your way of admitting that you can't beat me or something?"

"You know, I'm much stronger than Lucy or this Cana. If you let me, I would be happy to protect you," Juvia responded, looking at him, but rather shy at him.

Ben blinked at that, as he asked, "Protect me? From what? And more importantly _why_?"

Juvia struggled to come up with an answer, feeling more nervous than before, "W-Well, from anything that might try to hurt you. Because I think you're a really nice guy…" But as she tried to say her answer, the rain began to pour down harder by this action. "And I… I think I'm…"

Ben couldn't make sense of what she was saying, but then he noticed her blushing face. He stopped listening, as he paid attention to the rain, "Is it just me or is all this rain getting worse?"

However, Juvia shook her head comically, as she screamed in her thoughts, 'OOOH! THIS IS SO FRUSTRATING!'

"Hey, you wanna go inside to finish this?" Ben asked, not understanding that the rain was coming from her. "I mean, I don't mind a sprinkle or two, but all this rain and grey clouds seems so… well, gloomy."

Juvia froze instantly, as the word 'gloomy' echoed in her mind. The words continued to echo in her mind, as she realized that he was no different from all the others. She fell to her knees, realizing that this crush she had on him was worthless.

Ben turned to see what was wrong with Juvia, "Hey, are you alright?"

"I thought you were different." Juvia mumbled in ire and misery, her face looking down on the puddle full ground. He could only hear her voice break as she tried to hide her broken heart, "You're just the same as everyone else." She clenched her fists tightly, as she suddenly stood right back up, and water shrouding her enraged form, as she bellowed, "HOW COULD YOU BE SO CRUEL AND HEARTLESS?!"

"What are you talking about?" Ben gulped in panic.

'I won't let my feelings be persuaded by him any longer!' the rain woman shouted inwardly.

Before Ben could react, a blast of hot water slammed into him. He was carried back a few meters before he found some footing and managed to stand against the raging water. The wielder of the Omnitrix held out his hands, trying to activate the Omnitrix, but the force of the water was pushing him back.

'I can't reach the Omnitrix! And the water's even hotter than before!' Ben thought, as he tried to fight the water current, but it was to no avail, as he was beginning to lose consciousness.

The water blast was so powerful; it sent him smashing him into the wall. She lowered her assault so that Ben's face wasn't being flooded with hot water which allowed him to breathe a little, as she shouted, "I'M THROUGH WITH LOVE!" And then she looked at him, with tear-filled eyes, from which she saw, as she screamed out, "AND I'M THROUGH WITH YOU!"

And then finally, as the water poured further, Ben blacked out.

* * *

_Suddenly, Ben shot up; awake as he gasped for air, seeing he was out of Juvia's attack. He blinked as he looked up, seeing that he wasn't on the Giant anymore. He stood up, realizing he was lying down, as he looked around, seeing he was in nothing but darkness, as he gulped, "Am I dead? I'm dead."_

_But then he noticed a patch of light, as he wondered, "Should I? I mean the whole walk towards the light doesn't sound very…"_

_But then he heard voices coming from it, and decided to run towards it. Once he got close to it, he realized it was what he thought it was… _

_It was actually a school of sorts, on a rainy day, and he was inside the building, in a hallway. As he walked around, trying to figure out where he was, he spotted a little girl, standing alone by the wall outside a lit classroom. Ben walked over to her, hoping to figure out where he was, "Hey, little girl. Do you know where I…"_

_But then he went wide eye with surprise. For the little girl standing in the hallway… was a ten year old Juvia Lockser._

_Ben blinked at this realization, as he questioned, "J-Juvia? What the…? You're a little kid."_

"_Man, this rain won't let up." a boy from the classroom spoke up. Ben stood back up, as he peeked in the classroom, and saw her classmates talking behind her back, ignoring the fact that she was outside hiding at the doorway._

"_I hope Juvia doesn't come on our school fieldtrip." another one spoke out._

"_Yeah, the last thing we want is Gloomy Juvia ruining our spring field trip." another one pointed out._

_Ben couldn't believe that these kids were talking about her behind her back like that. They didn't even care that she could hear them from her spot. He turned to see what her reaction would be, probably spray them with scolding water. But she didn't, as she just look saddened and hurt by their words._

_Suddenly, Ben saw the scene change to one that he was in a girls' bedroom. He then heard sobbing, as the rain was pouring down outside. He walked to the other side of the bed, and saw the ten-year old Juvia again, crying as she was sewing up a batch of ghost dolls. She cried the whole time, as she said, "Why… why can't I stop the rain?"_

_Ben was starting to figure it out to some degree now, but then the scene changed, as he was now outside, and like the other two memories, it was raining outside, in a park. Ben was wondering what this memory held, but then he heard a little girl being pushed, and fall to the ground. He ran over to where the cry came from, and spotted an eleven year old Juvia, shoved in the mud._

"_It's always gloomy when you're around," one of the girls spoke out. "You've got magic. So why can't you stop this rainstorm?"_

"_I don't know why I can't stop it," Juvia whimpered out, the rain hiding her tears. "I can't control this; I'm sorry."_

"_Then why don't you disappear," a boy shouted, as they all scooped up and threw mud balls at her._

"_Disappear, disappear, disappear, disappear," they all chanted, as Juvia could only curl up into a ball, and whimper._

_Ben couldn't help but feel sorry for her with every memory that he saw._

_Suddenly, Ben was in another memory, as he saw Juvia, now fifteen years old, and with a man a little older than her. It was raining like it was before, but they both had umbrellas with them. But the man seemed a bit upset, as he looked to a depressed Juvia, "Can't you stop the rain? We can't do anything fun while we're going out."_

_But Juvia could only weep, as she replied, "I wish I could, but I just don't know how."_

_The man huffed as he walked away, "Well, I can't take all this gloom. I think we should see other people."_

_The same had gone with other memories, as Ben saw Juvia become more depressed, as she witnessed couples stating how gloomy it was with the rain around. It only made it worse for her, as she knew she was the one who brought it everywhere she went. Ben was beginning to feel sympathetic for this girl the more it became obvious._

_He suddenly found himself dry as a bone, and saw the fifteen year old Juvia, sitting in a cathedral, all alone, and as usual, it was raining outside. Ben wanted to walk over to her, and maybe assure her that she wasn't as alone as she thought, but he remembered that this was all just a memory. And all he could do was watch, as this one unfolded._

_She brought her legs up, and cried, "This stupid rain. Why did I have to be born like this? All I bring is misery and gloom wherever I go. I wish I could just disappear…"_

"_Now if that were true, then I'd never recruit you to my guild," a familiar voice spoke out._

_Juvia, and an unnoticeable Ben, looked to see someone walking into the cathedral. It was none other than Jose, the Guild Master of Phantom Lord. Juvia stood up, unsure of what was to come. She had probably assumed he was sent here to eliminate her in order for the rain to stop. But he reassured her, "Come now, dear. I'm not here to hurt you, I'm here to welcome you."_

"_Welcome me?" she asked. "To… to Phantom Lord? Why?"_

"_Why? Those fools that have tormented your life couldn't see past your rain to notice you have potential to become an S-Class Mage for my guild," he baited her. "I offer you the chance to join us. To become part of something grand and prideful. And I promise if you join us, no one will ever call you gloomy again."_

_At that realization, Ben tried to shout to her, "No! Don't listen to him; he's just gonna use you for…"_

_His words were deafened, as everything went black, and he felt himself coming back to the waking world._

* * *

Ben managed to come to, coughing out water from his lungs. He groggily started to see things a bit better now, and focused, as he saw Juvia walk towards him. "Ever since I was a little girl, I've lived my life as a gloomy Rain Woman. But Phantom Lord accepted me with open arms." She readied to attack Ben one last time, ensuring that she'd finish him off. No matter how much it hurt her to do this. "I am one of the Element 4; a proud Phantom Lord Mage!"

Ben clenched his eyes, as he knew this was it.

Suddenly, a little cloaked figure, perched overhead, shot a bola at her, tying her up temporarily. Ben blinked, as he opened his eyes, and saw Juvia struggling to break herself free from a bola. Ben looked up, and saw the little cloaked figure, as the Omnitrix bearer, as he asked, "What the? Who are you?"

The figure looked to Ben, as he struggled to get back up, as he shouted, "No time for answers Ben! Defeat her and stop these Dark Mages from destroying your friends! Hurry!"

"You don't have to tell me twice," Ben stated, as he got up painfully and switched on the Omnitrix.

Juvia immediately got free, transforming her body into water allowing the bolas to fall to her feet, as she shot forward, "I will defeat you! For Phantom Lord!"

But she was too late, as Ben transformed slammed the lens down fast. And in a green flash, he had transformed yet again.

This new form had an appearance similar to the classic depiction of Victor Frankenstein's monster, hence the name. He had a muscular body and a human nose. He had greenish-grey skin with several uneven seams, combining grey-brown skin with darker grey skin. He also had large pink scars across his chest and right arm. A short black hairstyle with sideburns, and two tower-like conductor coils on his back. He wore black-greenish pants with lines on them with a triangle dash in the middle that glowed green. He had stitch-like lines on his arms (right arm: half of his shoulder and left arm: half way from his glove). He had brown gauntlets with his fingers showing, and bolts on the knuckles. He had one black bolt on each side of his neck, shoulder, elbow, and three in his back; all bolts were bronze and resembled a fathead screw with a green light in the crease. He had a green belt with white stripes, with white bolts in them, and another bolt as a buckle. His had copper 'boots' with three green slits in them. His teeth were yellowed and uneven, and seem to bore out when he talked. The Omnitrix symbol was embedded in the flesh of his right pectoral, with several deep scars protruding from where it resided.

"Not if Frankenstrike has anything to say about it!" The new alien spoke up.

* * *

**Omnitrix Encyclopedia**

**Transylian AKA Frankenstrike**

_Transylians are an extraterrestrial species of Frankenstein-like humanoids from the planet Anur Transyl. Anur Transyl used to be home to two different races, the Transylians and the Vladats. Transylians were the Vladats main source of food, feeding on their energy. But the Transylians rebelled against the Vladats, using superior technology that they had developed in secret, they hunted all Vladats on Anur Transyl into extinction and became the dominant species on Anur Transyl. However like the other inhabitants of the Anur Belt, they have become enslaved by the Ectonurites. Transylians have two conductor coils on their backs that allow them to generate and manipulate lightning and electromagnetism. They can emit powerful lightning bolts and magnetize their feet to attach to metal structures._

_They also possess enhanced strength and durability and can survive in the vacuum of space. They also seem to be able to control machines via connecting them through electrokenesis. The two generators on Frankenstrike's shoulders are the source of his electricity, which means his opponents can also absorb his electricity through them._

* * *

Frankenstrike charged up his fists, as he glared at Juvia, who converted her body to water, allowing the bolas to fall to the ground. But even if she had seen him transform, she was stunned to see such an imposing… yet muscular, transformation from the fabled Legion of Fairy Tail.

"Your Phantom Friends destroyed the Fairy Tail Guild Hall, injured Shadow Gear, kidnapped Lucy without hesitation, harmed Makarov, threatened to destroy Fairy Tail and then your precious headmaster attempts to kill all of us," Frankenstrike roared, as he charged. "Tell me, where is the pride in all that cowardice and cruelty?! They're no better than the ones that bullied and shunned you your whole life!"

"SHUT UP!" she screamed as she shot a massive blast of water at him, "YOU DON'T KNOW WHAT IT'S LIKE TO BE SHUNNED OR BULLIED LIKE I WAS!"

With a mighty yell, Frankenstrike punched the water torrent, which electrified the water instantly. As Juvia descended to the ground, she noticed that the rain droplets around her had been sparking with electricity, turning it into a bedazzled light show.

"He's electrifying the water! He's amazing!" she said, amazed at another power he possessed.

"IT'S OVER, JUVIA!" Frankenstrike roared, as he slammed his fist into the floor.

All of a sudden, a giant geyser of lightning sprouted out from the ground bellow Juvia, and trapped her in midair. She screamed in pain from the electricity dancing all over her body. Seconds later, the mixture of water and electrical power dissipated, as it all fell on the roof. As did Juvia, as she was blown off the roof. Everything was in slow motion, as she realized she was going to fall to her death.

'I lost,' she thought, as she saw only the rainy sky above her, as she fell, 'It's all over now. I'm going to fall to the ground, and like a raindrop… I'll splatter.' She closed her eyes, accepting her death, 'I guess it's only fitting for a lonely gloomy Rain Woman.' But then she allowed one tear to leak out from her eye, as she felt saddened to such an end, 'Farewell… Gloomy Juvia…'

But suddenly, Juvia was snapped out of her thoughts, as she felt a strong hand grab her wrist. She looked up to see Ben on the edge of the roof, holding on to her tightly and looking tired. Unknown to Juvia was that Frankenstrike's attack had also harmed him severely since his body and the entire field was wet from all the rain which in literally sense caused his attack to spread and hit anything soaked from the rain. It was only thanks to the fact Frankenstrike could tolerate electricity that he didn't get knocked out. It seemed he couldn't absorb it if his body was wet since that disrupted the flow of electricity.

"Just hold on!" he assured her, "I swear, I won't let you fall!"

Feeling despair, she closed her eyes, allowing her tears to flow and be hidden by the rain. "What are you doing? Just let me go!" she begged him, as she confessed, "You were right. There was no pride in what I did. But this… this was all I deserve. Just let me die and finish the fight. And maybe… finally… the rain will stop…"

Once those words were uttered, Ben's mind flashed back to a moment.

* * *

_It had been a terrible battle against Vilgax that day, and the Plumber's base was a wreck. Ben was cradling a broken arm, as he stood up, and looked down. In front of him was a female plumber around his age, who was huddled to the ground… with Vilgax's sword deep in her chest. Ben managed to kneel down, and cradle the girl, as she was able to use the last of her strength to caress his cheek, wiping away his tear… and then…_

* * *

Ben grunted, as he suddenly lifted her up; her hat blowing off of her head, as a few strands of hair draped down her face. He then brought her in his arms, as he whispered, "Don't you dare think like that. Do you honestly think that if you die right here and now, things would get better? Well, they won't!" he then pulled back, as he and Juvia were eye-to-eye on this, as he calmly stated, "Because even if you die… the rain will still fall, because the battle ended like this."

Juvia was stunned to hear that, deeply moved by both his selfless heroism, and that he would be sad if she died.

After a moment, Ben used his strength to pull them both back onto the safe part of the roof. He gently sat her behind him, and allowed her to lean on his back. Not facing one another, the two had remained silent, but only allowed the softness of the rain blur out the sounds.

"Why did you save me after everything I did?" Juvia asked softly from behind.

Ben thought about it for a moment, and shrugged "Heroes don't really need a reason to save someone." He then smiled at her, as he answered, "And besides… even though they were enemies, you aren't a bad person."

She looked saddened by that, as she asked, "But… you hardly know me, what would make you believe…?"

"I don't know how exactly but when you were shooting me with a high pressured water attack, I somehow saw your whole childhood, up to the point where Jose recruited you." Ben answered, feeling a bit embarrassed at confessing how he knew.

Juvia blushed at that, realizing that somehow her magic transferred her memories into his mind. 'But that's… a prio-memory transfer? I thought those were only fairy tale romance rumors. Of how one can find a partner with… with compatibility…'

He then casually scratched his chin, as he smirked, "After learning the whole story that way, you just need a friend. And I think you'd be better off with me, than Phantom Lord."

Stunned by this, touched by his kindness, she allowed a tear of joy to streak down her cheek. 'He saved my life..._'_ she said in her mind. 'In more ways than one…'

Juvia did not answer. She stared longingly at Ben, tears beginning to leak from her dark blue eyes. Suddenly, she had to close her eyes as a bright, warm light struck her face. As her vision adjusted, she looked up in shock. The rain clouds that always followed her whole life, that had always been the source of her misery, began retreating. In its place was a beautiful blue sky, and the yellow sun beaming brightly.

"The rain?" she gasped. "It stopped?"

"Hey look at that," Ben said, as he smiled, "The suns coming out."

At that moment, Juvia felt a warmth deep in her that she didn't think was possible, as she looked up at the clear blue sky. "The blue sky," she bumbled, as she looked at it with wide eyes. "I've never…seen it before. Much less the sun."

Ben blinked at that, "Seriously? This is your first time?" He then smirked, as he asked, "Well, is it everything as beautiful as you imagined it to be?"

Juvia was silent for just a moment, as she leaned on Ben's back. The Omnitrix Bearer didn't mind at all, as she admired the beautiful blue sky. Starry eyed, she answered in genuine honesty, "It is… truly beautiful. More than I dreamed it to be."

Then Ben broke the ice, as he turned around, and asked her with a toothy grin, "So… you wanna enjoy the view later?"

Unknown to her, he was talking about the view itself. But Juvia thought was talking about something else. She thought he had just asked her out on a date. Responding to that, Juvia blushed like crazy, as she howled girlishly with a smile on her face. She then fainted from joy; the smile still remaining on her face.

Ben blinked as he realized she must have mistook what he had said. He was about to try to wake her up, but looked at Juvia's blissful and blushing smile as she fainted from what he said. He stopped himself and smirked, "What a goof." But then he thought to himself out loud, "Just who the heck was that guy that saved my butt?"

* * *

**Not Far from the Giant**

The little figure was perched on a roof away from the Phantom Lord Giant, with a mini proto-tool on his shoulder. He was still cloaked but a smile appeared on his face, "Well Ben. That… would be telling."

* * *

**Back Down at Fairy Tail**

Meanwhile, down in the Fairy Tail courtyard, the number of phantom soldiers attacking the Guild was growing smaller so the battle was beginning to win in Fairy Tail's favor. As Cana and the others engaged the small groups of phantoms, they began to notice that the Giant was drawing the magic circle very slowly now.

'I'm confused. That thing should've cast the spell by now.' Cana thought. 'Why is it taking so long?'

"That thing still hasn't cast the spell." Wakaba voiced.

"This stress is bad for my heart." Macao commented. "We have got to put an end to this."

"Hey, doesn't it seem like the Giant is being turtle-ish right now?" asked feminine voice.

The voice belonged to a slim young Caucasian woman of average height with straight, pale lavender hair set in a bowl cut-like style, with her fringe covering the left part of her forehead, and the right side exposed. She had brown eyes, and a large, dark-colored ribbon adorning the top of her head. She was always shown wearing a pair of simple glasses with oval lenses. Her outfit was composed of a light-colored coat reaching down below her waist, with dark cuffs retaining the original color on their back edges, a dark cravat tie around the collar, tight-fitting dark pants tucked inside light-colored boots with dark soles, and light colored gloves. She also had a small, dark satchel adorned by a pair of small hearts hanging on her right hip, seemingly attached to her waist. Her name was Laki Olietta, a Fairy Tail wizard who specialized in Wood-Make Magic.

"Huh?" Wakaba said, looking back at her in confusion, "Say what about turtles?"

"She's trying to say the Giant's moving slower." Macao explained. He then glanced back at Laki and said, "Try thinking before you speak Laki."

"It made perfect sense to me! You guys are just dense!" She said while pouting and flailing her arms around.

Cana slashed through the last phantom trooper in the courtyard. She walked toward the group and explained, "Natsu, Ben, and the others are in there doing their best to stop that thing, and now…we're going to lend them a hand."

She then turned her attention to another wave of phantoms swarming toward them.

"The last thing they need is these things distracting them! Let's wipe them out!" She exclaimed.

"It's time to take care of business, kids!" Macao added. "Now let's do this!"

At that, the group of wizards charged forward at the next phantom wave.

* * *

**Back in the Giant**

**Unknown Room**

Erza ran down what had to be the third hall so far. She had been searching every corner she could find but so far hadn't had any luck in finding this things power source. She even tore down walls and captured some phantom members she just so happened to find and interrogated them for information. Luckily it proved successful as she learned that the Element Four were the ones powering the Giant. So after that she had begun to look for one of the remaining 3 but hadn't found any of them or even Gajeel. She had been hoping to run into Aria like Ben had planned but it seemed luck wasn't in their favor.

She continued running down the hall until she saw a door at the end which she immediately burst open with her sword in hand. The doors fell to the ground unhooked from their hinges as Erza surveyed the room she was now in.

It was basically empty except for some pillars and the stairs in front of her which split into two paths going sideways.

"I wonder which one I should take?" Erza asked herself out loud while wondering where they lead to.

"You won't be going anywhere," A sinister voice spoke up startling Erza as she looked up to see none other than Jose who was standing on a roof column over the stairs and looking down at her with his superior smirk.

"JOSE!" Erza said angrily at seeing the one responsible for everything.

In response to her outburst Jose jumped off the column and landed easily on the ground.

"Well this is certainly a surprise and disappointment," Jose said which earned a confused look from Erza.

"What're you talking about?" The Titania of Fairy Tail questioned.

"What I'm referring to is my disappointment in being faced with you instead of that wretched brat, Tennyson. I was looking forward to bringing him to his knees, but it seems that I'll have to settle with you for now."

Erza narrowed her eyes dangerously at Jose as he began to chuckle to himself and release a tremendous amount of dark magic power that began to make Erza's skin crawl with nervousness for a moment.

"So, Titania, will you entertain me?" Jose said sinisterly before a large blast of dark magic was fired from his hand.

The final battle had already begun.

* * *

**Next Chapter: Wings of Flame and Iron; The Final Battle Begins**

* * *

**Author Note: Oh Boy this doesn't look good. Even thought Totomaru, Sol and Juvia have been beaten Fairy Tail now seems to be in real trouble. With Natsu thrown out, Gray facing Aria, Ben worn down from his intense fight with Juvia and Erza fighting Jose alone, can they reunite themselves to bring an end to Phantoms schemes or is this the beginning of the end for them.**

**Now for those of you who have questions on this chapter I shall answer them in chapter 9. Depending on the question that is.**

**Also your ideas will be taken into consideration. However as for you Lewamus Primus, your latest review is nice to see so please don't keep sending these reviews about Ben's aliens. If you have an idea for a future chapter like on original mission, character or fight then that's cool but if it's an idea on what alien he should unlock then please at least keep it simple at least cause I can't even begin to understand them properly. **

**Explaining the whole Cana, Erza and now Juvia romance. First of all how there is absolutly no romantic interest from Erza towards Ben. Just because she teased him with the whole bathing together thing doesn't mean she's got a thing for him. She said it to Natsu and Gray who she clearly has no interest in. As for Cana she isn't really inlove with him but rather has an interest in him cause she sees him as a new, exciting thing to join the guild. Yes she thinks he's cute but that doesn't mean she's in love with him. She just finds him interesting, loves teasaing him cause he's shy around beautifull young womans advances and cause she wonders what it would be like to date him. Juvia on the other hand is of course feeling love at first sight and of course will be OBSSESED over him like she would've been with Gray.**

**The fight between Natsu and Sol is credited to Kitsune Dragon for creating it which was a real pain to make since Sol is a lame guy.**

**PLEASE READ AND REVIEW.**


	9. The Final Battle with Fairy Law

**Author Note: OH YEAH OVER 200 REVIEWS! Now let's reach the goal of 250 reviews for this chapter before the next one is posted. I'm sorry this one took longer to make but we had trouble getting the fights made and finishing the Phantom Arc. Now you can expect things to start changing as Vilgax begins making his move from the shadows to dominate Fiore. Anyway we'll try to get the next chapter up for next weekend but this may be the start of us breaking our usual schedule of updating. It may take 2 weeks from now on but we'll wait and see. NOW ON WITH THE SHOW!**

**Fairy Tail: Omniverse Invasion**

* * *

**Chapter 9: Wings of Flame and Iron; The Final Battle Begins**

* * *

Sleeping in her bed, Lucy stirred awake, as she slowly got up, yawning, "Oh man, I had the weirdest dream. I thought my dad hired Phantom Guild, and that I was kidnapped, then came back, and then we were all to war with…" But then she was wide awake, as she saw the sight before her.

"Yep, Lucy," Natsu suddenly appeared, as he was doing sit-ups, while Happy sat down eating an Angler fish. "It was nothing but a dream."

And behind them, Tauros was hopping around, acting like a mad cow with the hots for Lucy. Along with them were Cana and Macao, having a drinking contest. Gray lying on the couch… with nothing at all on, but had a pillow hide his privates all the time. Standing there, in his full demon form, was the elder from Galuna Isle as he thanked them for destroying the curse of the Moon. Even that creepy mustache guy with the Mole Magic popped up, turning her apartment into swiss cheese.

Lucy shot back into her covers, but then blinked as she shot out of them. Hiding under her blankets, Juvia calmly looked at her, "Drip, drip, drop."

"WHAT ARE YOU DOING IN MY BED?! YOU'RE CREEPING ME OUT!"

* * *

"NO!" Lucy shot up in fright, as she breathed rather hectically. Finally, she calmed down, as she rubbed her forehead in exhaustion. "Jeez, what's going on?"

"You're in Ben's House, Lucy." somebody spoke up, hiding behind Ben's coffee table.

The individual was a tall Caucasian man sporting curly, light orange hair. He had a distinctively large torso, due to Makarov using his Titan Magic on him, much to his request. His outfit consisted of a large, white shirt fitting his chests size, with the sleeves rolled up to his elbows, dark pants, dark, pointed shoes adorned by light crescent moon-like motifs on the inner sides, and a distinctive dark hat, with a large brim, a curved point hanging down on his left and a light orange band around it, highly reminiscent of those worn by fictional sorcerers. His name was Reedus Jonah, a Mage who used Pict Magic, which was the ability to bring to life whatever he drew or painted. And he was a rather shy fellow, as he continued to hide behind the coffee table, even after Lucy had calmed down from her nightmare.

She had remembered that Mirajane had brought him with them to make sure she'd be safe, or to ensure she'd never run out to the battle. However, she knew that she didn't have her keys with her, and was rather depressed that she had lost them. Well, all for one, which she pulled out and looked at. It was the key that summoned the Celestial Spirit, Sagittarius. She'd use it but she had yet to write up a contract with the spirit, and she had no idea what it could do. It could pretty much be useless in a battle against four S-Class Mages, a Dragon Slayer, let alone a Mage who was elected one of the Wizard Saints.

She clutched her key in her hands, as she silently prayed, "You guys had better come out of this alright."

"They'll be alright," Reedus reassured her, no longer hiding behind the coffee table, and just sat down in a chair. "Don't' forget: you're a part of the second most powerful team of Fairy Tail. And not to mention Mr. Tennyson's proven to be quite a powerful ally if he could do that to the Jupiter Cannon."

"Yeah, but still…" Lucy persisted, as she stood up, and looked to Reedus, who was doodling Lucy's portrait, unknown to her. "I can't just stand in here, playing panic room while everyone's out there doing their best to protect the guild and win the war. I have to go back and help them whoever I can."

"I can't do that; Ben stated that you'd be safe here," Reedus insisted. "And Mirajane asked me to look after you, should the house's defenses not hold up."

"But that's not fair!" Lucy cried out angrily at that.

Suddenly, the silent alarm blazed, as they looked outside, to see who had stepped on the property.

* * *

**Outside**

The ones who had set off the alarm was none other than Gajeel, as well as two others who had accompanied him. The first thug was a dark-skinned bald man. He wore a reddish-violet V-necked shirt under a pale-green jacket, with a furry blue trim around the collar. He also sported a pair of gold-framed glasses that had purple lenses, with one of the lenses being mostly broken. He was Boze, a Phantom Lord Mage specializing in Sound Magic.

The second was a girl with light brown skin with short dark green hair. She had a small, green oval-shaped jewel, similar to a bindi, in the center of her forehead and small red earrings. She also wore a purple, jester-like hat adorned with the Phantom Lord mark. Her attire consisted of a blue shirt with ripped sleeves, and green pants held up by a buckle belt. She also had reddish-pink bandages wrapped around her wrists, and seemed to wear only black socks on her feet. Her name was Sue, a Phantom Lord Mage specializing Mirror Magic.

The trio stood outside, as they examined the place. Just before Master Jose sent the Phantoms to go attack Fairy Tail, he had sent Gajeel and his two goons to follow Lucy after she had disappeared from the fight. Gajeel managed to track them down the rest of the way with his nose. One thing about Dragon Slayer Mages: they had a sharp nose for everything. Gajeel took a bolt from his pocket, and ate it on the spot, as he smirked, "They're making this way too easy for us."

"Seriously? They thought they could keep her from us here." Sue asked, looking rather unimpressed around the house.

The three made their way through halfway into the yard. But then they stopped, as they heard panels opening on both sides, as the three stood their ground, as a pair of Lacrima rifles slowly ascended out of the ground. The two guns were attached to turrets, and had red blinking lights, that thumped like heartbeats. And all four guns were aimed right at all three, who stood their ground.

The three stood still for a moment, waiting for the guns to fire right at them. But so far, all the guns did was just point at them; they didn't even try to fire at all. Boze huffed, as he shot out, "This is this house's security system? Man, they got to be tripping us, big time!"

Boze then took one step to head for the door… and that's when the guns moved. They aimed at him, and fired concussion blasts that sent him crashing into the wall of the gate entrance, groaning and almost knocked out. Both Gajeel and Sue blinked in surprise, as they realized the situation they had walked in but the Iron Dragon Slayer decided to see what they had gotten themselves into exactly. He slowly took a bolt from out of his pocket, and without moving his arm, he flicked it behind them. The guns immediately traced it, and fired at the bolt sending it flying who knows where.

Gajeel blinked, as he thought about it, "So that's their little trick. They don't detect sound, just movement. Man, we're in a deep load of it if we can't move." But then he figured out a method to overcome the dilemma as he pulled out his bag of bolts, and tossed them quickly without his hand being noticed.

The guns detected the bag on the ground, and aimed for them, but that gave Gajeel the chance to attack the cannons. "IRON DRAGON'S SWORD!" his right arm changed into a large jagged steel blade. He charged at the first cannon, slashing it up to bits.

He charged for the door, until twin flamethrowers shot up, and fired at Gajeel. Luckily his iron scales quickly began to form on his body, protecting him from the scorching flames. Sue's Mirror magic absorbed most of the heat, as she returned it back, as she called out, "MIRROR FORM!" and then shot them back, melting the weapons.

Gajeel continued to run to the door, as he asked, "Just how many freaking weapons and traps does this Tennyson guy have?"

Suddenly, a port filled with water opened underneath Gajeel, causing him to fall in, as Sue, and a slowly recovering Boze wobbled over to see him fall in. In a flash, Gajeel climbed out of there as fast as he could with a look of fear on his face and got away from the hole… just as a great white shark came flying out of the water in what clearly had been an attempt to do a aerial jump to snag what had fallen into its waters and devour it like the top predator it was of the seas. The great white shark fell back down to the water and dived down as the port hole closed up.

Sue stood frozen for a moment with her began actually trembling in fear as well. "W… Was that… a…Shark!?" she asked not believing what she just saw.

Gajeel coughed out some water that he swallowed when he had screamed underwater after seeing the Shark and hightailing it out of there. He may have been tough but he wasn't stupid. He knew that he would've been much slower fighting in water, that his iron scales would've made him heavier causing him to sink to the bottom and drown and that without them he could've been ripped to pieces.

"Where the hell did this guy get a shark?" Gajeel almost shouted in anger while brushing himself off, as he fixed himself back up. "This is just getting annoying… I'm even starting to think this guy is crazy paranoid to have all this for security." He said when suddenly, a barrage and humongous amount of guns on robotic arms popped out of everywhere, as they pointed right at the three Phantom Lord Mages.

* * *

**A Few Minutes Later Inside**

Lucy and Reedus had watched the whole scene, including the explosion, as Lucy was blinking in confusion, as she finally asked, "Where the heck did Ben get a shark? I take it back: Ben's scarier than anyone in Fairy Tail."

But suddenly, the doors blew open, causing Reedus to go bouncing on the walls. The poor paint Mage was knocked out, as Lucy coughed and waved away the dust. But she wished she hadn't as she saw the three Phantom Lord Mages standing at the decimated doorway.

Gajeel had a very pissed of look on his face clearly showing he did not like what he went through to get in. Boze looked like he was almost ready to fall while Sue looked fine but shaky and nervous as she looked around the house as if expecting something to come out and attack them like what they faced outside.

* * *

**Back at the Giant**

Ben carefully laid Juvia on the ground, his jacket folded up into a pillow for her. The smile on her face hadn't faded, as she seemed to be asleep, rather deeply and blissfully. He had to smirk at this for some odd reason; he didn't know the reasons why, but he seemed to be relieved that she was smiling. Maybe because he had seen her past, and realized she had gone through so much misery, she had no other reason to smile. When he had saved her and said what he said to her… maybe it was the first time she was ever really happy.

As he made sure she was comfortable he knelt back a bit, as his thoughts wondered, Juvia's past, Lucy's past. They both had a hard childhood. Does that mean every Mage in this world has that kind of life?' He frowned as he looked to the side over the horizon "Though before all this, I may be no different from them… ever since Alexia…"

"BEN!" Elfman and Mirajane shouted.

Ben turned his attention away from a passed out and blissfully sleeping Juvia to the duo. Ben blinked as he saw the Strauss siblings suddenly appear, as he asked, "Elfman? Mirajane? What are you guys doing here?"

Once the siblings joined up with him, they had told him the whole story. Unbeknown to Ben, Elfman had appeared to take a downed Natsu's place, and Mirajane had been kidnapped by Jose, in order to interrogate her for information. However, she wouldn't reveal anything to him, no matter how much he threatened. For punishment, he entrapped her in-between the large fingers of the Giant, threatening to crush her. Thankfully, Elfman had come to the rescue. Remarkably, thanks to the mocking of Sol, a member of the Element 4 and Mirajane's crying, Elfman became so angry that he finally succeeded in a full body Take-Over. He easily defeated Sol and was able to save Mirajane. In addition, he had retained control of himself while performing a full body Take-Over.

Once Ben had heard the whole story, he blinked at it, and simply said, "Oh."

It was then that the siblings noticed the sleeping Juvia, as Elfman said, "I see you defeated a member of the Element 4." He paused when he noticed the peaceful and smiling look on Juvia's face. "Why does she have that creepy grin on her face?"

Ben thought about what he should say for a reply for a moment. Although he wasn't a blind idiot when it came to romance anymore, as he had managed to overhear most of what Juvia had said outloud during their battle when she might've thought she was only thinking it. The Bearer of the Omnitrix knew that the Water Mage had somehow developed an attraction towards him. However, there was no way that Ben was going to tell them that a somewhat crazy water woman has the hots for him. They'd tease home for a long time about this and he'd never get any peaceful moment again.

He shrugged and replied, "I don't know, maybe she's dreaming about her favorite food or memory"

But Mirajane looked at Ben, and then looked at Juvia, as she clutched Ben's jacket while it was used as a pillow. She let out a soft moan, almost as if the smell of Ben's jacket made her happy. It was then that she put two-and-two together, and smiled at Ben, with a small blush, "Awww! She loves you, Ben. That's so sweet of you being so considerate to your true love."

Immediately, Ben went crimson at what Mirajane had figured out, as he denied it completely, "What?! No, you got it all wrong! I'm just making sure she's alright! I mean, it's not in me to even kill somebody unless there's no alternative! Even then, I still wouldn't kill her!"

Mirajane giggled at Ben's embarrassment, "Well, that's one way to say you care about her."

Ben shook his head hard, as he still denied, "You're getting this mixed up! We're not like that; I'm just concerned that I might have gone a little overboard when I fought her. I mean, with all the accidental mishaps like grabbing her chest and…" his mind went blank as soon as he let that out.

Elfman got into his face, as he roared out, in disgust, "YOU SAYING YOU GRABBED HER CHEST AND YOU'RE NOT EVEN IN A RELATIONSHIP WITH HER?! DESPITE THE FACT THAT SHE'S WITH PHANTOM LORD, YOU SHOULD AT LEAST TAKE CARE OF THE WOMAN YOU LOVE! BECAUSE THAT'S WHAT A _REAL MAN_ DOES!"

"You know, for a moment there, I was worried you cared more about your work," Mirajane smiled truthfully. "And seeing you two, I think you two would make an adorable couple."

Ben groaned, as he finally shouted, "ARG! What I'm trying to say is…!"

KA-BOOM!

The three blinked at that explosion, as they looked to see where it came from. It didn't come from the battlefield, nor did any Phantom Mages come to stop them. That would mean that either Erza or Gray found Jose and were in a heated battle with him… or that they had run into the remaining Element 4 Mage or Gajeel.

"Oh, that's right. There's only one left," Mirajane said, snapping them all back to the situation. "If we can stop them, I think that'll stop the Abyss Break."

"Mira just figured out how this thing works" Elfman explained. "The magic of the Element 4 themselves is what's powering it. Earth, Fire, Water, Air: they're all the necessary components to powering the Abyss Break Spell."

"We can do this, right guys?" Mira said.

They both nodded in agreement.

"So," Ben bega while thinking of their current progress so far. "We defeated three of them, so that only leaves that cry baby Aria, Gajeel and Jose. Gray and Erza are still searching this building. One of them has to run into that last guy. The explosion's probably due to the battle."

"Yeah, but the question is with which one are they fighting?" Elfman questioned as they had to focus on the last Element Four member and then.

Before Ben could answer he saw something out of the corner of his eye behind Elfman and Mirajane. The two siblings saw that he was looking behind them so they turned around to see what it was.

A short yards in front of them was a shaking hand that suddenly grabbed the edge of the floor before pulling whoever it was up. The figure was revealed to be Natsu who jumped on top and let out a battle cry.

"YARGHHH WHERE IS HE!? WHERE'S THAT MUSTACHED BARTARD!?" Natsu yelled to no one to the other three's amusement.

"Hey Natsu what're you doing over there?" Ben asked out loud getting the pink haired dragon slayers attention.

"Ben?" Natsu asked in confusion before looking around for the one he was after. "WHERE IS HE!? WHERE'S THAT BASTARD WHO HURT HAPPY!? I'M GONNA ROAST HIM LIKE A STEAK!" he suddenly yelled again to Ben's annoyance.

"Would you stop yelling and talk clearly. Now who are you talking about?" Mirajane beckoned.

Natsu grumbled before speaking softer. "I'm talking about that stupid earth wizard of the Element 4. Where is he so I can give him a good pummeling?"

Elfman got a smirk at that. Oh how he was going to enjoy saying this to him. "Sorry Natsu but I already took care of him."

"SAY WHAT!? NO WAY! I WAS GOING TO PULVERIZE HIM! YOU STOLE MY FIGHT!" Natsu fumed while accusing him of it.

"Hey I didn't steal anything. Besides you're the one who got himself thrown of the Giant so that's your fault. So don't blame me just because you couldn't man up and do your job." Elfman dismissed his accusation.

"Speaking of thrown out, why did it take you so long to get back up here?" Mirajane questioned since a lot of minutes had passed since Elfman went to the fight to take over for Natsu.

Suddenly Natsu lost the anger in his face as he seemed to take on a nervous one to their surprise. What they didn't know was that Natsu would've made his way back up the Giant if not for some embarrassing incidents.

After he fell out the Giant he had to swim back to it before he started to scale it. Unfortunately when he was reaching the top, he slipped cause his hands were wet and fell back down where he tried climbing up a second time. That turned out to be a failure as well when some rubble fell on top of him and he crash landed back at sea. The third time he tried it turned out to be the charm when he finally reached the top and made it up to reunite with them.

"Nothing important," Natsu said simply to everyone's disbelief.

_"He is so hiding something."_ were their thoughts.

Suddenly a thought returned to Natsu. "Hey Elfman did you see where Happy was!?" He said in concern for his flying friend.

"I'm… here," a sluggish voice said as all 4 of them turned to see none other than Happy flying towards them with some difficulty.

"HAPPY!" Natsu said cheerfully as he ran to his friend and grabbed him from the air and into a bear hug. "Are you ok!?"

"N… Nat… su… can't… breath!" Happy managed to squeal out from the unintentional constricting pain.

"Oh sorry!" Natsu apologized before loosening his grip. "Are you alright?"

Happy nodded "I little loose feeling in my head but I'm alright." He said to Natsu's joy.

"Okay then now that we know your both alright let's get back to the situation." Ben interrupted feeling they wasted enough time talking. He had remained where he was so that he could take a breather to get some energy back after his fight with Juvia and he felt he was moderately well enough now.

The others turned to him.

"Here's what we'll do. Natsu you're coming with me to deal with that cry baby Aria and then we're going after Jose once we reunite with Erza." Ben said as Natsu pumped his fist in eagerness to get back to a fight.

"What about me?" Elfman said pointing to himself.

Ben shook his head. "Sorry Elfman but you've had enough fighting against S-Class for today. Take Mirajane with you and head back to the guild to help the others deal with those Phantom Soldiers." He said with seriousness.

"But I can still fight!" Elfman said objectively.

Ben said nothing for a moment as he looked Elfman over, seeing his injuries. Then without question he walked towards him and extended his hand like if he wanted a handshake. "Give me your hand for a sec." he requested to the confusion of everyone including Elfman who stared at him in hesitation for some reason.

"Why?" Elfman asked.

"Humor me." Ben demanded before Elfman gave him his hand and the next thing he knew Ben forced Elfman's hand to swing backwards slapping against his chest which produced a painful result.

"OUCH!" Elfman yelled clutching his chest.

"As I thought you're too injured from your fight with Sol to keep going." Ben said while speculating that Elfman may have one or two bruised ribs along with other injuries that would cause pain if they weren't touched gently.

"A real man doesn't let a little pain stop him from fighting for his friends!" Elfman managed to say.

"Maybe not but a real man who's also a brother would get his sister to safety and know when to stand down from a fight." Ben replied again.

Elfman grunted as he wanted to argue against that but got nothing, he then sighed. "Fine."

Ben nodded pleased with his decision before he turned to Happy. "Happy you help them get back to the guild. Natsu and I will go on ahead."

Happy nodded as he gave a soldier salute while Ben turned to Natsu.

"Let's go Natsu." Ben said as he and the fire dragon slayer ran off as the duo hopped into the broken window.

* * *

**Inside**

**Back with Gray**

"Hmph," Aria huffed, "I must admit your Ice Magic is rather…unimpressive. If you're planning to fight, even a block of ice shall not save you."

"Who said I was gonna hide behind an ice wall, crybaby!" Gray retorted.

Aria sniffled in response, more tears flowing from under his bandages. Gray sweat dropped as he watched a full-grown man cry for nothing. This guy was really disturbing him with all the crying.

"Would you stop crying already!? I feel like you'll flood the whole room if you keep this up." Gray asked. "Sheesh, Ben was right, you really are such a big whiner."

"I'm going to make you pay for mocking me ice wizard, so now...!" Aria sobbed. The air mage brouth both his hands together and swung them forward in a palm strike gesture. "let's see how you do when you face my AIRSPACE!"

Gray took a defensive stance while he cocked an eyebrow at the lack of appearance from a magic circle. Whenever a wizard uses magic they always have a magic circle appear to show their attack, some could even use magic without making a magic circle but even then their bodies glowed with magic power showing they were harnessing it. However he was seeing neither of those with Aria.

Just as Gray was about to comment on the lack of both he was suddenly hit by multiple blasts of air colliding into his chest. The airspace wall sent him soaring back into a stone wall behind him. He flipped in midair and landed on his front side. Gray shook off the attack and returned to his feet. He had felt a real sting of pain from that hit, but there was no time for groaning.

"There's always someone much better than you Ice Mage in the world and I'm one of them." Aria stated.

"We'll see about that," Gray shouted, as he prepared for his attack, and shot forth. "ICE MAKE: BOW AND ARROWS!"

From his power, he created a large bow out of ice, and shot forth one or more ice arrows that shot at Aria at high speed. However, Aria suddenly vanished like thin air, as the attacks past right through him. Gray was stunned to say the least, as he realized this might not have gone the way he thought it would. Aria reformed before him, as the ice arrows disappeared.

"Dammit, where'd he go?" Gray asked himself as he looked around, hoping to find Aria

"Interesting Mage, you are," Aria's voice suddenly boomed around the room. "I will allow this fight to end, and allow you to suffer by your master's side." And suddenly appeared behind Gray, as he spun around, to attack him. But it was too late, as Aria chanted, "AIR SPACE: METROS!"

A magic circle opened underneath Gray, and immediately, light shined underneath, causing Gray to scream out in pain. "It's so sad," Aria weeped out. "Such a young and promising Mage having his very power stolen from him! It makes me cry!"

But before Gray could feel the effects of his magic leaving him completely, a giant black and gray ball shot into the room at blinding speed and smashed into Aria, crushing him in between the now apparent iron planted and spiked giant boulder ball and the wall. Aria groaned, "How sad…" and disappeared, as the ball bounced back.

Once Gray recovered, the ball bounced a little, until it rolled to his side, and then folded out to reveal himself to be Cannonbolt. But there were many changes to him, as Gray took notice. He did resemble Cannonbolt but he had hard light metallic blue skin. His shell had cylindrical studs that turned into spikes when he went into his ball form. He had two on each back segment and one on each shoulder, wrist and leg plates. His teeth were similar to Cannonbolt's, but he had two sharp canine teeth. But he still wore the Omnitrix symbol on his chest, only it had four vein-like clamps on it as well.

* * *

**Omnitrix Encyclopedia**

**Ultimate Cannonbolt**

_Ultimate Cannonbolt is the hyper-evolved evolution of the Aubrian Pelarota. Ultimate Cannonbolt has powers similar to Cannonbolt's, but Ultimate Cannonbolt's shell has spikes on it and increased defense and offensive abilities. Ultimate Cannonbolt has increased speed, momentum, and can bounce higher. He is able to take hits from energy weapons, such as Sunder's energy axe, only being pushed back. He also has superhuman strength, since he could smash opponents to the ground with his fists with ease. According to Azmuth, Ultimate Cannonbolt can fire his spikes as projectiles. Due to his armor plating, he seems to be able to withstand radiation, as he was able to hold P'andor while Kevin Levin got him back in his containment armor._

* * *

Ultimate Cannonbolt lent him a hand to help him up, and Gray took it. Once he was back on his feet, Ultimate Cannonbolt smirked, "Good to see you're holding up this long against him." He also pointed out, "And I see you managed to lose your shirt again."

Gray nodded, and then pointed out, "And good to see you're looking… spikey." But then he asked, "How'd you find me?"

"It was pretty easy," he said, as he explained. "When we ran into the building, we smashed into Natsu, and a rather relieved Happy. He followed your scent and heard the noise through the wall behind you. Which gave him an estimated guess on where Aria was positioned. The others are looking for Erza right now, so it's just us against him."

"OHOHOHOHOHO! HOW TOUCHING," Aria boomed as he reappeared behind them only fifteen feet from them. "Seeing comrades care for one another as they face total annihilation. It is the only thing that brings tears of joy to my eyes." But then he composed himself, as he looked to Ben's form, "You must be the Take Over Mage, Ben Tennyson. The fabled Legion of Fairy Tail. How sad that you will face the same fate as Master Makarov, along with your friend here. Whom you've only delayed the inevitable." He then wept out uncontrollably, "HOW SAD!"

"Yeah, I remember you. You're the one who drained Gramps of his power," accused Ben, ignoring Aria's statement.

The blindfolded man stopped weeping, and smirked smugly, tears still trailing down his face. "Indeed I did. I'm anxious to see what you plan to do about it."

Gray's fists tightened, as he sneered at Aria, "Because of you, we don't know if Gramps will pull through."

"And odds are now, we both know you're not gonna make it out of this," Ultimate Cannonbolt said, as he smacked his fists together, like a sumo wrestler.

"Amateurs!" he yelled at them, with a hint of sobbing, "How sad that either one of you, your powers are nothing compared to mine! HOW SAD!"

Both Gray and Ultimate Cannonbolt sweat dropped at this, as the hyper-evolved Auburian Palerota looked to Gray, "Is he serious?"

"Apparently so." Gray answered.

After a short moment, Aria's saddened expression suddenly turned into a dark smile that seemed unlike him. "Since you got me with that little sneak attack and it's now 2 against 1..." said a calm Aria, "I believe it time for me to unleash my absolute best against you fools." He reached for his blindfold and pulled it off his face as Ben and Gray finally got a look at his eyes for the first time. However that quickly changed for the worst as they suddenly grew larger as a white 'X' appeared where the pupils should be as he now looked at them with what could only be described as insanity.

"He's got Xs for pupils? What the hell?" Gray shot back, shocked at the sight.

"That is just plain creepy on so many levels I can't even begin to comment on it." Ultimate Cannonbolt commented.

* * *

**Meanwhile ****Outside**

Everyone outside the Fairy Tail guild were still fighting against the endless waves of Shades. They had been fighting for over an hour without rest and it was begging to show on them. Many of them had already collapsed from exhaustion and loss of magic power. It didn't help that these Shades specialized in draining magic power from whoever they touched. They had been able to keep them back but now they were starting to breach their defenses. No matter how many times they destroyed them, they just kept reforming and attacking all over again.

Then things suddenly began to go from bad to worse when they all saw the huge Magic Circle being draw by the Giant, suddenly starting to glow with new power as if it was building up power to fire. Cana and everyone else's eyes widened in horror. That glow meant that the Abyss Break spell was now entering it's final stages before it would be cast.

_"Come on you guys, what is taking you so long to shut this thing down?" _Cana thought in worry. _"Don't fail us now! We're all counting on you."_

* * *

**Back Inside**

A whirlwind was swirling around Aria as Gray and Ben could only watch as the power around him seemed to grow stronger ever since his blindfold was taken off.

"Now Ice Mage and Legion of Fairy Tail," Aria said in a slightly different voice than before as he moved his hands into an offensice position. "Prepare yourselves as I unleash my spell Zero, the airspace of death itself as it consumes the life of everything in it's path."

Hearing what his spell, Ultimate Cannonbolt growled at his opponent while looking at him in disgust. "So you want to kill us that badly you need a spell like that to do it? You're more lame than I thought if you can't do it without something like that helping you!"

Aria sneered at Ben's verbal jabs. "You can think whatever you want but it doesn't matter to me. I intend to finish you two off and that's what I'm going to do here and now." He said as the wind picked up more speed. "Now it's time I ended these petty talks and eliminate you two once and for all!"

He then shot a vertical vortex of whirlwind at Ben.

Ultimate Cannonbolt jumped in front of Gray, shielding himself from the gusty winds. Thanks to his armored hide and weight from his metallic like body, Ultimate Cannonbolt didn't get blown back or suffer any effects from the spell. Instead, the hyper-evolved Auburian Pelarota curled himself back into ball form and rolled forward like a high speed tank as the wind from Arias spell swirled around him due to his spinning creating an air current. Aria fired smaller sized attacks at Ben but they just seemed to bounce off Ultimate Cannonbolts sturdy shell like an inmovable mountain standing up to a hurrricane.

Aria could only gasp and look on in disbelief as Ben was running through his ultimate spell like if it was nothing more than a gentle breeze. "What?! This can't be happening! It's impossible!" he cried out.

In an instant Ultimate Cannonbolt had smashed into Aria but instead of simply being run over or sent flying, Aria somehow got stuck on Ultimate Cannonbolt and was now rolling with him while being run over repeadetly like a piece of gum that had gotten stuck to the tires of a speeding car. Ultimate Cannonbolt kept rolling forward until he crashed against a wall with Aria being smashed into it as well.

Ultimate Cannon Bolt uncurled himself and then turned to look at Aria who was covered in bruises, clothes were all torn to shreds and most notisable of all was that he was completly knocked out. "Looks like I win."

"Nice work Ben, although I'm sure I could've handled it." Gray said in a stubborn refusal admit he was in trouble during the fight.

"Yeah well you were taking too long, so that's why… hey where's Natsu?" Ultimate Cannonbolt changed the subject as he was looking for the missing dragonslayer.

"He was with you wasn't he?" Gray questioned as he recalled Ben mentioning that Natsu guided him to this location.

Suddenly the rubble by the wall Ultimate Cannonbolt smashed through for hiw sneak attack on Aria was tipped over as a shaky Natsu got up with skid marks on his face.

"Natsu? What're you doing on the ground?" Ben suddenly asked.

"I'M HERE BECAUSE YOU RAN OVER ME!" Natsu suddenly shouted in anger at being run over like an animal on a road.

Gray suddenly broke out laughing at hearing that, as he imagined the look Natsu had when he was run over.

Ben however was stunned to hear that. "How heck did you get run over? I told you to just point me in the direction, not to jump in ahead of me to attack." He questioned the angry dragonslayer.

"There was no way I was going to miss another fight so I was going to break through the wall and save Gray's ass so I could rub it in his face when you ran over me without warning!" Natsu shot back.

_"Is he really this dumb?"_ Ben could only think to himself as Gray kept laughing.

* * *

**At that Moment ****Outside**

The Fairy Tail wizards and residents of Magnolia had all been expecting the worst when the magic circle for the Abyss Break glowed to it's maximum as had been praparing to fire a force of obliteration to them when it suddenly stopped completly and the light diminished completly as the magic circle in front of the Giant slowly dissapeared until nothing remained. When they saw this happen, the Fairy Tail mages all cheered in rejoice.

Wakaba let out a sigh of relief, as he sighed, "They had cut it close, but those kids managed to prevent the Abyss Break spell from being cast."

"They did it!" Cana cheered, as she jumped up and down while momentarely forgetting that the Shades were still attacking them. "They must've finally taken out all of the Element 4 members."

* * *

**Elsewhere in the Giant**

Not everyone was happy and celebrating the cancellation of the Abyss Break_._ Inside the dark, stone room that served as the command center for the Giant, as well as the battlefield between Erza and Jose the master of Phantom Lord was furious. The two had battled ferociously for the past ten minutes, resulting in Erza in equipping one of her most powerful armors.

The armor was a black armor with many spiked features. The chest plate was entirely black except for a small arrow like inward protrusion on both sides near her stomach. The plate was lined with several spikes running from top to bottom. Multiple layered shoulder guards connected to the chest plate and featured several pyramid shaped spikes that protrude outward. Around her neck was a large necklace of spikes, matching the ones found around the chest plate but much larger. A lighter colored metal covered her upper arms before connecting to the black arm guards. The arm guards featured two metal straps and two spiked protrusions near the elbows. At her waist, she wore a multiple layered spike skirt ending in the spikes found in the shoulder guards. Around her waist was a simple banded belt. The tops of her legs remained exposed before her greaves started a little above her knees. Above the knee, the greaves were sectioned off, featuring two spikes per section. At the knee, a diamond like pattern formed with several spikes at the outward facing side. Below the knee, the spikes moved to the side of the leg and were placed in even intervals all the way down. Erza's hair spiked outward to match the design of the armor.

This was the Purgatory Armor, one of Erza's most powerful armors, although it seemed like it wasn't helping her out much as she hasn't been able to land a blow on Jose since their fight started. In fact it just seemed like he was just toying with her for his amusement.

However when she looked out a hole in the wall to see the Giant having stopped completely she smirked, as she knew what that meant before turning back to Jose who now had a shocked and furious look on his face.

"I don't believe this!" Jose yelled. "My 4 of my 5 strongest wizards the Element 4, have all been defeated by Makarov's worthless guild members!"

"We're not as worthless as you think," Erza shot back, pointing the Purgatory Black Mace at him. "If you think that by taking one of our own, or destroying our guild will demoralize us, then you better think again. Fairy Tail is more than worthless scum!"

Before Jose could reply a flash of light like a beacon was coming from inside his pocket. He took out a lacrima that then displayed the face of Gajeel with Lucy in his possesion.

"Gajeel," Jose replied as he smiled. "So I see your mission was a success?"

"Yep, I got the Heartfilia chick like you wanted."

Erza went wide with shock, as she heard this, "Lucy!"

"Yeah, but it was a bit difficult getting her than I thought. All those crazy booby traps were everywhere and who the hell owns a shark of all things." he responded, grumbling.

"Very impressive but tell me something," Jose asked, "how did you manage to find her so fast? I wasn't expecting to hear from you for a while longer."

"With my nose it was easy to follow her scent to the place she was hidding in." The Iron Dragonslayer answered.

"Very good then but she's alive, isn't she?" the Phantom Lord Master questioned while frowning at what this would do to their mission if she wasn't. "Our client specifically requested that she be returned to him alive. If she's dead then you have already failed your mission."

Gajeel looked down at the unmoving Lucy while thinking to himself. "Hmm well I did make quite a forceful capture of her. Let's see if I went too far!" Without warning, he grabbed Lucy and then threw her hard into a wall, which is what it sounded like on the other end of the lacrima.

Erza's eyes went wide with shock, as anger took over, as she charged, "YOU BASTARD!"

But an unseen shadow attack from Jose, pushed Erza back, slamming her into the wall. She slumped down, as she winced, holding a bleeding side. "Now now, Titania," Jose mocked. "No need for swearing while a lady can hear you. Though it's hard to tell if you're one considering the sense of fashion you wear."

From the lacrimas view they saw Lucy awake from unconsciousness, coughing up a little blood as her body was filled with pain. "Yep! She's still alive and kicking!" Gajeel remarked smugly.

"Excellent work Gajeel." Jose praised with a sinister smile. "I knew I could count on you!"

Gajeel looked to the struggling Erza, as he asked, "So what do you want done with her? Shall I head for your position to join you?"

"No leave her to me." Jose smiled wickedly, "We still have much to discuss, her and I. But first, teleport yourselves to the main control room, and then we need one last announcement to those Fairy Tail scum."

* * *

**Back Outside and Inside the Giant**

Everyone's who was still fighting the Shades and those were still in side the Giant suddenly stopped as they heard a ding from Phantom Lord's PA system which sounded off again.

"_Attention, you pathetic Fairy Tail scum," _Jose said, _"Listen carefully because I'll only say this once." _

Everyone including the Shades momentarely stopped as Jose began to speak to them all.

"_We have finally captured Lucy Heartfilia."_

Everyone was stunned to hear what Jose said.

_"Now that our prime mission objective has been completed we will now finish what we came here to do by wiping you Fairy Tail scum out of the face of Earthland!" _Jose said with satisfaction in his voice.

* * *

**Elsewhere**

Natsu, who had once again gotten lost when he was following Ben and Gray stopped in his tracks when he heard what Jose said over the intercom. He narrowed his eyes angrily as his entire body shook with rage building up.

The Dragon Slayer stayed silent after that, as he lowered his head, and grit his teeth. His body suddenly lighting up in flames of fury as they became roaring flames. His growing anger fueled them to new heights as it almost looked like it was taking a form of it's own before it went back to the shape of flames.

* * *

**Back with Jose**

After giving the enemy his announcement, Jose walked to the door, before he then stopped. "Keep an eye out on the girl." He ordered, as he continued the link. "There are still some pests scuttling around in my Guild Hall."

"You talking about Salamander and that Take-Over mage?" Gajeel asked.

"Yes, and their friends." He answered. "They've been lucky this far, but their luck is about to come to an end. I'm going to exterminate them all myself." The aura around Jose became darker and deadlier, a violent, eerie light shining from his body.

Suddenly, the floor erupted, as both Jose and Erza saw a huge hulking figure appear in the room before them.

Shocksquatch slid into the room, along with Gray on his back, as the two looked in front of the scene before them.

"Ben?" Erza questioned as she didn't recognize the new form.

"Yeah but the name is Shocksquatch while I'm in this form." The electric yeti proclaimed.

* * *

**Omnitrix Encyclopedia**

**Gimlinopithecus AKA Shocksquatch**

_Gimlinopithecus, are a yeti-like species from the planet Pattersonae. They are large, muscular, furry, yeti-like creatures. They have bolts on different parts of their bodies. So far they have been on the wrists and neck. Gimlinopithecus can release strong, yellow electrical charges from their hands, mouth and body, capable of electrocuting a creature much larger than them. They're one weakness is if their bodies become insulated, or if they fight someone who is capable of insulating them, then their powers are useless. The same applies if underwater. However even without their electrical powers they are still tough creatures as they also have enhanced strength, agility, reflexes, jumping capabilities and reflexes that make them tough to deal with._

* * *

As Shocksquatch and Gray took a fighting position, the sound of clapping echoed across the silent room. They both turned to see Jose was the one clapping his hands almost in congratulations.

"Well well well I must say this is truly a surprise. Here right before my eyes are two of Makarov's rising stars whohave cause me quite the bit of trouble." Jose stopped his clapping as he developed a serious look. "I never would've thought that I would be faced with 3 little Fairies who managed to make it this far."

" So your the big boss. You're Master Jose of Phantom Lords Guild." Shocksquatch stated as an obvious question, the power he was able to feel him giving off made a chill go down his spine.

"Indeed I am and you must be the Legion of Fairy Tail, Ben Tennyson. So at last we finally meet face to face." Jose said with a small amount of glee in his voice.

"Yeah well now that we're here I suggest you prepare yourself for a serious butt kicking." He said while punching his palm.

Erza smirked at Ben's enthusiasm before she noticed someone missing. "Umm guys where's Natsu?" she suddenly asked.

Shocksquatch and Gray both blinked before they looked behind them to where Natsu should've been but was nowhere to be seen. The student of Ur groaned before slapping his forehead. "Unbelievable, that charcoal for brains has gotten lost again."

"Say what! How the hell does he get lost when he following was right behind us a few minutes ago!?" Shocksquatch asked incredulously.

"Cause like I've been saying for all these years, he… is… an… IDIOT!" Gray shouted the last part.

"Great, just great. So we're down one member and the fight hasn't even started yet." Shocksquatch groaned which was followed by Erza.

"Remind me to punish him severely when this is all over." Erza said angrily with her hair almost looking like it was swaying to her anger which made Ben and Gray reel back a bit from fear.

"As amusing it is seeing you two quarrel, I believe you've wasted enough of my time with your pointlessness." Jose interrupted them before his body light up with dark magic showing he was done with the pleasantries.

Shocksquatch, Gray and Erza each took a battle position. Shockquatch's body light up with electrical energy surrounding him, Gray brought his hands together to prepare an ice make attack and Erza raised her sword for battle.

Then all three of them rushed at Jose with determination in beating him and ending this war.

"ICE MAKE: JAVELIN!" Gray shouted as he created a large javelin the size of Erza's sword and fired it at Jose. The Phantom Master easily sidestepped out of the way before Erza was now in front of him with her sword drawn back as she swung it with the intention of severing his lower body. In a feet of amazement Jose's hands light up with dark magic before he grabbed her sword in mid swing and actually stopped it a few inches from his torso despite being pushed back a few inches from the force, which made Erza widen her eyes is disbelief at how he stopped one of her heaviest swords with ease.

"Erza jump!" Shocksquatch said as she looked behind her just in time to see Shockquatch fire a blast of lightning heading for her and Jose. No wasting time she released her sword and jumped to the side as Jose saw the blast heading for him and quickly threw Erza's sword at the attack. The moment the blade connected with the lightning attack it seemed like it had absorbed the lightning before it dissipated and fell to the ground harmlessly.

"ICE MAKE: STALAGMITES!" The voice of Gray shouted from above Jose who looked up to see large ice stalagmites raining down as if a cave suffered an earthquake and the ceiling was falling apart. The attack was wide ranged with the intention of covering so much terrain that it would leave him unable to avoid them. However that wasn't the only thing as Shocksquatch charged up and fired a wide burst of lightning to support Gray's attack. The stalagmites rained down on top of Jose like a barrage, causing debris clouds to form in the process before he finally stopped his attack as he landed on the floor besides Shocksquatch and Erza who had picked up her sword after Jose had his attention on Gray as they waited for the dust cloud to clear up.

When it did they heard a small dark laughter and saw Jose unharmed as he stood on top of a stalagmite that was now imbedded on the ground.

"I missed!?" Gray shouted in disbelief since that was practically his best wide shot attack and yet Jose didn't have so much as a scratch on his clothing.

"A good attempt distracting me with a frontal assault so your ice wizard could attack me from above with an attack that covers a wide area but not good enough if you hope to land a hit on me." Jose remarked amusingly.

"Don't get cocky, we've only just begun." Shocksquatch retorted before he turned to Erza. "Hey, Erza got anything that'll give you some electrokinesis or something similar?"

"I do." Erza replied with a nod. Shocksquatch smirked before crashing his fists together, lightning sparking from the point of contact.

"Good, change into it because we're about to bring the thunder." Erza smirked at her fellow guildmate's enthusiasm before nodding.

In a flash of light Erza changed a new armor. Shocksquatch raised his eyebrows when he saw her new look. Her appearance now resembled that of a Greek goddess of some sort. Her breastplate was decorated by golden trimmings and had thin plates going up to surround her neck. The similarly adorned pauldrons were composed of two plates one over the other with the top ones each sporting a prominent protrusion. Similar protrusions, although less prominent can also be seen on the armored gauntlets which cover the entirety of Erza's arms. The greaves on the other hand, possessed matching protrusion on them, with a particularly large pair adorning the knee guards, but are instead composed of plates attached to simple, thigh-high boots with high heels. The armor lacked a waistguard, instead sporting a decorated cloth hanging down from the breastplate to cover Erza's groin, sporting a single piece on the top front and three on the back, which are decorated by large spheres with fur-like ornaments hanging from them. Her head was adorned by a band with two ribbons on it, and her hair styled in a long braid. She was now holding a long spear, with a very large blade and a decorated circle resembling a shield attached to the shaft, which is adorned by a large ribbon heightening her already Greek Goddess like appearance. This was her Lightning Empress Armor.

Jose merely shook his head in disappointment.

"When are you brats going to learn, you can fight all you want, but you won't win." Jose taunted.

"We'll never know unless we try!" The Fairy Tail mages countered. Gray slammed his hands down on the ground and the floor began to freeze over a bit before a giant block of ice materialized in front of him. Gray then twisted his body to build up momentum before unleashing a devastating kick that sent the massive cube sliding across the floor towards the Wizard Saint.

The Phantom Lord Master flicked his hands with a bored expression, slicing the block of ice apart as numerous arcs of dark magic cut into it. Jose then snapped his fingers and pool of shadow appeared in front of him. Clawed hands rose from the pit and were shown to be connected to a numerous amount of shades, their glowing red eyes shining in the darkness of their cloaks.

"I'm a bit bored. Entertain me by fighting my Shades will you?" Jose spoke cockily making the three Fairy Tail mages growl in annoyance. Gray quickly leaped into the air and held his hands high above his head, ice and magic energy swirling to life. The molding magic quickly became a massive great-sword made of ice and Gray swung the great blade down.

"ICE MAKE: COLD EXCALIBUR!" The massive sword smashed into the ground with terrific force. Shades were torn apart from the impact and a wave of cold froze a few of them. Then a line of ice spikes flowed out of the ground, tearing through the shades and making their way towards Jose. The Wizard Saint chuckled and easily hopped out of the way of the ice spikes that aimed to impale him.

A large shade then rose up in front of Gray, but was immediately put down as twin bolts of lightning struck it from the front. The shade howled with pain before dissolving into nothing. Erza and Shocksquatch then raced past Erza and unleashed electrical fury upon their foes, tearing through the small army of Shades like they were paper. Shocksquatch then formed orbs of lightning energy and tossed into the sky.

"ERZA NOW!" Erza nodded before leaping into the air so she was in the centre of the circle of lightning orbs. Utilizing the power of her Lightning Empress armor, the red haired weapons master aimed her spear downwards and seven bolts of lightning fell from above. Massive explosions of lightning ripped through the shades and left behind craters before Erza finally raised her spear skyward.

She then flipped as she began to fall back to earth, the lightning from Shocksquatch's attack flowing around her weapon. Once she built up the necessary momentum, Erza raised her spear over her head, flipping it in hr hands so that the head of the weapon face the ground.

"UNISON RAID: THUNDER GOD'S SKYQUAKE!" Erza roared as she slammed her spear into the ground. The earth beneath her body shook and shuddered, cracks stretching out from the point of impact. The ground them caved inwards, forming a massive crater and then out of the cracks, massive torrents of electrical energy burst out. The Shades unleashed loud cries as they were utterly destroyed by the attack that made it seem as if both heaven and earth itself were shaking.

Smoke and electrical energy were all that remained of the attack as Erza stood in the centre of her personal crater.

When the Shade army was eliminated, Shocksquatch and turned to Gray. "Gray, the Shades are gone! Get in there!" The Ice Make user nodded and quickly coated his left arm in ice so that it looked like it was a jagged blade, while a similar blade protruded from his right elbow. He then raced towards Jose and attacked.

"Ice Blades: Seven Slice Dance!" Gray leaped towards Jose and spun rapidly, moving so quickly that he appeared to be a top. Five powerful slashes raced towards Jose with each rotation Gray made, but Jose quickly summoned forth a blade of dark magic energy, deflecting each slice Gray made. When Gray went for the finisher, an X-shaped strike, Jose swung his blade of shadow upwards and Gray's eyes widened as he saw his ice blades were shattered into mere fragments.

"Wh-What the..." Gray was suddenly grabbed by his neck and slammed into the ground, cracking it from the force of the impact. The Wizard Saint grinned sadistically.

"Now fly you pathetic Fairy!" Jose spun around and hurled Gray through the air, but was quickly caught by the electricity using alien.

"I think it's time we give him a special combo." Shocksquatch said as he rested Gray down.

"What combo?" The Titania of Fairy Tail asked, having no idea what he was talking about.

"Trust me you'll known when you see it. For now thought switch to your Heaven's Wheel Armor and then follow me lead."

Erza said nothing for a moment before she nodded and decided to comply. "REQUIP!" she shouted as her Purgatory Armor vanished in a flash of light and her Heaven's Wheel armor was brought back and Shocksquatch noticed that her upper left wing was broken.

"What happened to your left wing?" Shocksquatch questioned

"Gajeel shattered it but forget about that, let's concentrate on the fight." Erza said before she glided forward towards Jose at high speed with Gray and Shocksquatch running behind her.

Erza brought out 24 of her swords around her and then fired then in a wide arc intending to pierce him but Jose simply used the ice stalagmites as barriers as he moved between effortlessly causing some of her swords to strike the stalagmites and shatter them. Erza wasn't deterred as she used her telekinesis to raise her swords back into the air and keep attacking Jose. Eventually they broke all the stalagmites, leaving Jose with no place to use for cover as her swords attacked him from all sides but the master of Phantom Lord didn't need cover as his body light up with power and then he threw his arms outward.

"Shadow Wave!" Jose cried out as what could be described as a pulse wave of dark magic seemed to burst around him repelling all her swords and causing them to fall to the ground as most were now pierced to the ground and standing.

"ICE MAKE: CANNON!" Gray shouted as a large bazooka of ice formed on his shoulders before he held and fired 3 large ice blocks while Shocksquatch stuck his hands on the ground and let out a large burst of lightning that expanded in front of him and was running over the ground and heading for Jose as they passed by all of Erza's swords causing them to spark from the lightning conducting off the metal as the attack kept going forward.

Jose smirked before he brought his hands together and then swung backwards as he blasted the floor in front of him creating a wide trench that caused the lightning to fizzle out from having their path blocked as he then bent his body down to duck all 3 of Gray's shots.

"If this is all you can do then I'm very disappointed since I was expecting a more challenging fight." Jose taunted only to be answered by Erza appearing behind him and swinging both her hand held swords in a attempt to use her Trinity Sword attack. However as if he had eyes in the back of his head, Jose pushed himself of the ground and into midair as he avoided her twin blades and then delivered a spinning kick to Erza's chest which sent her rearing back into a wall which elicited a groan of pain. He then followed it up by firing a huge blast at Gray who made a shield in an attempt to block it but the attack proved too strong when it broke through and struck him in the lower chest which sent him flying towards the wall behind him.

Jose smirked at this before he heard a cackle noise and looked to his left to see Shocksquatch powering up again before he opened his mouth a fired a large bolt of lightning like a laser. Jose narrowed his eyes before he aimed his hands at the incoming blast and fired a dark blast that kept his at bay as they were now at a power struggle trying to overcome eachother.

However that's when Jose noticed something odd. As he kept pouring out magic to overpower Shocksquatch's attack he saw him get a glint in his eye. It was the kind only shown when things were now going his way. Before Jose could figure out what he was up to Shocksquatch used his free hands to fire a large wave of lightning that looked like a large net made of lightning.

Reacting fast Jose jumped to the side, cancelling his power struggle as he made a shield of dark magic that repelled the assault and had the lightning pass around him harmlessly.

"Nice try Ben but I'm not so gullible as to fall for that." Jose remarked before he noticed Shocksquatch develop a smirk that put him on alert when he suddenly raised his arms and light them up with fresh lightning. Jose light his own hands in preparation for the conflict as he waited for Shocksquatch to fire but strangely he didn't do anything, he just kept his hands charged up and kept his smirk.

_"What is he waiting for?"_ Jose questioned himself when all of a sudden he heard a large cackle noise coming from behind him and then quickly turned around "Who's back th…ARGH!" Jose suddenly cried out in pain as he was struck by multiple lightning bolts that he managed to see where fired from all of Erza's swords that were still stuck on the ground. Somehow he had used them as lightning rods to build up lightning and then used his hands as a main lightning rod to call the lightning back to him which unfortunately had Jose in between him and the swords, causing him to get shocked severely.

Erza and Gray who had gotten back up from their crashes against walls, came back into the room to see Ben giving Jose a taste of his lightning. The mere sight was enough to put them in awe.

_"He's doing it… he's beating Jose!" _Gray thought in astonishment.

_"So that's why he wanted me to use my Heaven's Wheel armor. He was planning to use all the swords that were left on the ground as receptors to attack from behind when no one was there so that Jose wouldn't anticipate it."_ Erza thought in awe at seeing his battle skills and how he uses his powers in ways she didn't even know.

Jose continued to groan in pain as he felt his muscles becoming sore before he grit his teeth, opened his eyes in clear anger and made fists with his hands and then an explosion of dark magic erupted from his body, dispelling the lightning and breaking him free of it's painful grip. The explosion of magic was so strong that it caused a shockwave that struck Shockquatch and sent him searing back before he regained his footing and stopped himself a few feet from where he had previously stood as Jose landed on the ground with a stumble in his steps due to his nerves feeling like his whole body had fallen asleep.

"Well, I must admit I'm impressed by your actions Tennyson. I did not expect you to actually be able to land such a swift hit on me." Jose admitted out of a warriors respect in fighting a worthy opponent despite how much he despised the wizards of Fairy Tail.

"You know something Jose, even a compliment from you sounds insulting so keep them to yourself." Shocksquatch retorted as Gray and Erza walked until they were now beside him, ready for battle again.

Jose narrowed his eyes dangerously at his disrespect but didn't let his anger get the better of him. After all he was too smart to fall for such old tactics. "Well aren't you a disrespectful brat."

"Yeah well it's not the first time I've been called that" Shocksquatch remarked recalling many times in the past he was called that by lousy and dangerous crooks and villains.

Suddenly all 3 members of Fairy Tail tensed as they felt a severe change in the atmosphere around them. They looked up to see Jose had become silent as an insane looking grin seemed to slowly form on his face. His eyes were now closed and remained still, then all of a sudden the ground began to shake. At first it felt like a mild tremor but then it escalated into a small earthquake that was shaking the entire room as dark magic began to be emitted from his body only this time it was much stronger than they ever felt before. That's when his eyes snapped open as if he had been awakened and his 3 opponents actually took a step back in fear and surprise when they saw his eyes. His sclera had turned from the natural white everyone was born with to a sinister black. His eyes were now filled with malice, hatred and even insanity if Ben had to guess.

"Since it's come to this I won't restrain myself anymore. From this point on I'll show exactly just how far out of your league all 3 of you really are to challenge me." Jose said in a deeper voice that sounded almost like someone else's, as the air seemed to become more dense from the pressure he was emitting.

Ben was actually feeling unnerved as the hairs on his skin were rising from goose bumps. He may not have been able to feel magic like all wizards but he could get a feeling from his aliens instincts that told him how bad a situation might be, and from what he was feeling as Shocksquatch, he knew that things were bad now.

Erza and Gray however weren't as in control over themselves like Ben, as their bodies were actually trembling from nervousness or even fear.

_"This… this is insane… we can't win against this. His power is far beyond ours and we've been fighting him this whole time when he's been holding back!"_ Gray thought with wide eyes at the power he felt coming from Jose. It was so dark and eerie that he was starting to feel sick to his stomach.

_"Such dark magic, it's worse than I could've imagined. How can we possibly beat someone with such tremendous power!?" _Erza thought in dismay as her hands were trembling in hesitation to attack Jose as her instincts were telling her to retreat.

Shocksquatch noticed this and gave them both a reassuring pat on their shoulders which broke them out of their state. "Calm down guys, I know things might seem bad for us now but we can't give up after coming this far. Everyone's counting on us to beat Jose, and we can't let them down, after they all put their faith in us. So I don't know about you guys but I plan to kick Jose's ass like I came here to do." He said reassuringly to his friends as he could understand their hesitation and fear. He had experienced it before when he had only started his super hero career at at age 10.

Hearing his words of encouragement and seeing his determination to keep fighting despite being faced against such power, Erza and Gray shook their nerves and regained their conviction as they both regained their fighting stances.

Jose raised an eyebrow in amusement. "I commend you on your bravery to continue facing me." he said before he raised his left hand and brought his thumb and index fingers together. "However you clearly need a small demonstration of how outmatched you really are" and then he flicked his index finger off his thumb as the next thing they knew was that Gray was flung back as if he was hit by a concussion blast as he was sent crashing against a wall leaving a large dent in it.

"What was that!" Shockquatch said as he didn't see anything. Before anyone could respond he was suddenly hit by the same force on his head that sent him crashing back head first into the wall beside the spot where Gray was still which was followed by a flash of green light as Shocksquatch had reverted back into Ben Tennyson.

"How amusing." Jose spoke up as he looked Ben over. "So this is how you truly look. It seems I hit you with enough force to knock you out of your take-over form. I wonder how strong your body is without a transformation to help you." He aimed his hand towards Ben. "Let's find out" he said before flickering his finger again as a high speed miniature blast was sent towards Ben who couldn't react in time.

Thankfully however someone else did as Erza stepped in front of Ben and used her sword to block the small attack. "I won't let you harm him!" She said with determination as she knew that in his human form, Ben was defenseless.

"Don't worry about me Erza." Ben said before he quickly restarted the Omnitrix and chose a new alien as he slammed the dial down and was enveloped in his signature green flash of light that vanished a second later to reveal Diamondhead.

Gray groaned as he seemed to regain consciousness as he jumped down from the dent in the wall he was flung in before getting back beside Ben as Erza called are the swords Ben used in his surprise attack back to her.

"That was a cheap shot Jose so get ready cause we're going to take you down." Diamondhead said as his fists morphed into pointy spear like blades.

Despite seeing his new form, Jose wasn't bothered in the least. In fact he looked pleased. "Good, come at me then. After all I don't want this to end until I've had my satisfaction in breaking your spirits." He said before his hands light up with dark magic only this time to Ben's disturbance had taken the form of skulls that gave out a laughing/shriek like noise.

"Now then Fairy Tail… PREPARE TO DIE!" Jose said before his launched his skulls towards them and an explosion followed suit.

However when the explosion faded Jose was surprised to see a wall made of green crystals that had apparently shielded them from harm. The crystal wall then submerged itself back into the ground from where it sprouted out to show Erza and Gray untouched by the blast and Diamondhead touching the ground before he stood up defiantly.

"No one's going to die here today. Not while I'm around." Diamondhead said before all three of them charged at Jose, determined to come out the victors no matter what.

* * *

**Meanwhile **

**Elsewhere in the Giant**

Lucy cried out in pain once again after being thrown against a wall for who knows how many times now as she landed harshly on the ground. The one responsible for that was none other than Gajeel who cracked his knucles in boredom.

"C'mon Blondie," Gajeel taunted, "you need to sing better than that otherwise I'll have to keep this up."

Lucy whimpered slightly as she fought back tears that were threatening to form as the pain coursing through her body was no laughing matter.

"Too bad." the iron-eating mage sneered, "Your hearts just not in it, perhaps you need a different kind of persuasion?"

"Hey Gajeel, don't you think your taking it a bit too far?" a Phantom mage with an afro hairstyle replied while standing alongside other wizards which included Boze and Sue who had returned with him. "I mean if you keep this up you might accidentally kill her or something."

Gajeel lifted a brow. "But what else am I supposed to do?" He then looked away from him and back to Lucy, his expression changing from a smirk to a more serious look. "I can't believe Master Jose did this to me. I succeed in bringing her in and he leaves me to watch her while he has all the fun fighting those 3 Fairy Tail wizards, one of which happens to be that take over bastard who decked me from before."

He then walked over to Lucy who was still on the ground shacking from the pain she was feeling.

"Besides, I'm just playing with my new toy to pass the time, I'll be careful enough so as to not break her."

"Yeah…but if the master catches you doing this, we're all gonna be in trouble. Besides I'm pretty sure the client said he wanted her in one piece and not battered like a worn out punching bag." The mage stated.

Gajeel frowned as he turned back and extended out his iron pillar, slamming it into the man's face. This shocked the other Phantom wizards in the room.

"Shut up!" Gajeel said. "I know master thinks she's important, but she's just another piece of Fairy scum to me. Hmph, even though she's a girl, she's still a wizard. She should've known what she was getting herself into when she joined that lousy Guild."

"You're taking this too far, man. Let it go." Boze urged.

"Master's gonna lose it, isn't he?" Sue questioned as a statement.

"Well then, I'll just tell him that it was all your idea." Gajeel said before he began laughing at his statement.

Sue and Boze both sweat dropped in nervousness at hearing his blaming idea. "Please don't do that!" they both said in unison while praying he didn't do that cause no one in the guild desired to earn Jose's anger and punishment.

Gajeel then turned back to Lucy, who was steadily picking herself up from the floor. "You know, I feel kind of bad for you Blondie. You get captured by Juvia but your so called friends only come to your rescue after they hear that your from a wealthy family. Seems you don't have any real friends at all."

However what happened next surprised Gajeel and everyone in the room. Instead of hearing crying like the Iron Dragonslayer was expecting, he instead heard chuckling that then grew into small laughter as she shakily got up and stood on her shacking knees. "Geez, you're dumb. I can barely even believe it. It's just sad. I actually feel sorry for you."

"What was that?" Gajeel said as his eyes narrowed at the blond girl.

"Did I mishear or did I hear what I think I just hear?" Boze asked in disbelief.

"Your not hallucinating, I heard it too" Sue responded as she looked at Lucy in awe at her gall to talk to Gajeel of all people like that.

Lucy looked at Gajeel, a confident smile forming on her bruised and battered face. "Phantom Lord, huh? Ruler of the spirits? Oh please, you don't scare me at all."

Gajeel smiled sinisterly. "You shouldn't have said that."

In an instant Gajeel had turned has arm into a pillar and her slamed it into her gut as she was smacked against the wall, this time producing a small crater from the impact.

"It take some nerve to talk to me like that when your in a position in our advantage. I've only had a few ever talk to me like that but never a woman." Gajeel said before his looked up in thought and he corrected himself. "Well other than that girl in Fairy Tail who I had nailed to a tree alongside her two dumb sidekicks." He said earning a glare from Lucy when she knew he was referring to Levy.

"Nice look you got there, it shows some spirit. Too bad it's not going to save you from me." Gajeel said before he retracted his pillar arm and let her fall to the ground again.

Despite the pain she was enduring, Lucy looked back up with a smirk. "Then why don't you just go ahead and get it over with." She retorted with steel in her voice. "Then you're gonna be sorry. Just you wait."

"Oh really and exaclty who's going to make me sorry!?" Gajeel questioned. "I'm curious to hear who you think can actually beat me blondie?"

The other Phantom Lord mages remained silent as they watched the scene unfold infront of them while each thinking that Lucy was either really brave to talk to Gajeel like that or really stupid cause she didn't understand what he might do to her, although most were thinking it's the latter.

"Fairy Tail," she replied. "They'd never let you get away with everything you've done. Trashing the guild, harming Team Shadow Gear, trying to kill everyone in Fairy Tail and destroying the town. They'll be hunting you down and if I were you I'd by watching my back from now on... because you'll never have a peaceful moment again."

"So they're gonna come after me, huh?" Gajeel said as he developed a delighted grin on his face before he turned both of his arms into pillars in an X formation before seperating them. "Sounds like fun, if I get to fight that idiot Salamander and take over chump then I'll actually look forward to it!"

Gajeel then leaped at Lucy, the heel of his boots aimed right for her face.

"Gajeel!" Boze shouted.

"STOP!" Sue yelled.

However as Gajeel approached Lucy to inflict further harm on her, the ground between them suddenly cracked apart before it burst as a pillar of flames erupted like a volcano as Natsu came flying from the floor below in a raging fury and delivered a vicious uppercut punch that sent Gajeel soaring back like a meteor before he crashed against the roof.

Gajeel got himself detached from the roof before he landed on his feet and looked to see Natsu. The black spiky hair wizard grinned. "So I was right. I knew that was his scent that I smeleed approaching.

Lucy meanwhile was smilling in relief at finally seeing one of her friends arrive. "Natsu." She said softly.

KA-BOOM!

Natsu stomped on in, as he seethed with anger, as he roared, "GRAAAHHH!ALRIGHT! I FINALLY FOUND MY WAY IN, AND NOW THAT I'M HERE! WHERE'S LUCY, JOSE?!" He blinked as he realized he had just found his way into where they were keeping Lucy but Jose was nowhere to be seen. He looked around for a moment before his eyes landed on Gajeel as he shouted, "GAJEEL!"

"DRAGNEEL!"

The two Dragon slayers charged at one another, one with an Iron Fist and the other with a Flaming Fist. Once the two collided with their punches, an explosion as big enough as a cannonball going off went off between the two. They were shoved back from the impact, skidding across the floor, as Natsu landed on his feet, but Gajeel crashed into the wall. But once he pulled himself free from it, he wobbled over, covered from head to toe in iron scales arming his body.

He spat out a little blood, and smirked, "Is that all you got?"

Natsu paled at this, as he was flabbergasted, "Hey no fair! You've got scales?" He pouted on that, as he grumbled, "How come I don't have dragon scales? Like flaming scales or a flaming coat."

Gajeel sweat dropped, as his eyebrow twitched, "Seriously? He's complaining about not having a defensive mode in the middle of a fight?"

"TO HECK WITH IT THEN, FIRE DRAGON ROAR!" Natsu shouted, as he shot his signature dragon roar at Gajeel as he merely crossed his arms in a defensive stance and allowed the attack to envelop him in an explosive burst of fire.

But as soon as the flames died down, Gajeel walked out, his clothes a bit torn and scathed. His body had somehow transformed in iron scales, as he smirked, "Let me explain it to an idiot: my special ability for being an Iron Dragon Slayer, Iron Scales. It serves me as a special shield, protecting me from any attack you or any other wizard throws at me."

Natsu seethed with rage, as he charged at him, "Oh yeah!? FIRE DRAGON CLAWS!"

His fists flamed up, as he charged at Gajeel, and smashed at his iron body. He continued to do so, slashing and smashing at his body. But no matter what he did, it didn't scratch or crack at the iron claws. Natsu hopped back, and smashed his fists together, as he charged, "One more hit!"

"Not so fast," Boze interrupted as he suddenly slid in front of him as a magic circle appeared "SONIC SCHREECH!" he said sound waves that carried a horrible screeching noise bombarded Natsu who instantly yelled in pain holding, instantly putting his hands to his ears in a futile attempt to block the loud noise his ears were feelings. It felt like his brain was being scratched and his body was ringing with pain.

"Hey moron don't drop guard in the middle of a fight!" Gajeel shouted as he was suddenly over Natsu and brought his iron mace club hand down upon him, smashing Natsu to the ground and forming a small crater beneath him but Gajeel wasn't done yet as he brought his hands back for a continued assault when Natsu grabbed them and stopped them in mid air he looked at Gajeel in anger. "Two against one!? That's fighting dirty you creep!"

In response to that Gajeel kicked Natsu in the face causing him to let go before he resumed his pummeling on the downed fire dragon slayer.

Lucy screamed out, "Stop it! This a supposed to be a fight among Dragon Slayers!"

Gajeel stopped for a moment, as he stated, "Give me a break blondie. There's a fine line between honor and victory. This isn't some kind of tournament or match being viewed by a referee. This is war and in war's the only rules are fight till you win" He then pounded Natsu one more time, as he hissed a smile, "And I'm in this for the winning!"

Lucy paled at this, and looked around, hoping to find something to turn the tide of the battle.

However, Natsu managed to get Gajeel off as he breathed out, "FIRE DRAGON ROAR!" and blew Gajeel off of him. He hopped up back to his feet, as he let out another one, "FIRE DRAGON ROAR!"

He shot the flames right at Gajeel a second time, until Sue jumped him in front this time. "No you don't! MIRROR MAGIC REFLECTION!" she shouted as 2 large mirrors appeared in front of her. The one directly in front of her absorbed Natsu's attack easily.

The fire Dragon Slayer went bug-eyed at this, "WHAAAAAAA?!"

"Now allow me to return it!" Sue shouted, as she used the second mirror to fire the blast back at Natsu with equal power and force.

The fires engulfed him before he tried eating them, but then quickly began spitting out in disgust "Gah! That's gross! I don't care if it's fire, it's my fire! I can't eat my own fire! It's like eating my own spit! SPEW!"

Once he had finished spitting out the fire and the flames died down, the Fairy Tail wizard glared at the grinning Dragon slayer. "Hey! This is so not fair! You can't have help! You should fight me one on one like a man!" He shouted before he realized what he just said at the end. _"Oh great now I'm starting to sound like Elfman."_

Gajeel just scoffed, "Shut up, like I told that blonde Bimbo over there, I don't care how I win so long as I win," He then grinned viciously at his opponent and began to suck in the air around him.

"He can use a Breath attack too!" shouted Happy not believing his eyes, before Gajeel shouted "ROAR OF THE IRON DRAGON!"

Acting Natsu quickly countered with his own breath, creating a massive explosion that destroyed the entire chamber and scattered everyone around, including Boze and Sue who got buried under rubble from the large explosion.

As the smoke from the explosion began to die down, the only two figures that could be seen standing, in the now destroyed room, were Natsu and Gajeel, who was sneering at the Fire Dragon slayer.

"Heh, you just don't get it flame for brains, there's a difference between our dragon qualities. Not even your strongest attack, the breath attack, which can burn a person to cinders, can leave a mark on my body. But, MY breath attack can rip yours to shreds," where he looked over at the injured Natsu, who was holding his injured arm and covered in cuts. But suddenly, to Gajeel's surprise, Naruto suddenly smiled.

"Are you sure about that?" at which point a number of large cracks began to appear around Gajeel's steel body. "You're forgetting scrap for brains, my fire is no ordinary fire, it's dragon fire, and it has the power to destroy anything!"

At this point, Natsu suddenly threw his tattered shirt off and began powering up. "Now enough playing around, let's serious, otherwise I'm going to shatter you into pieces!"

Amused by this, Gajeel grinned back at Natsu, "Interesting, let's have at it!" where he then too began to power up.

"Damn that was intense" grumbled Doze, pulling himself slowly out of the rubble before glancing over at the two Dragon slayers, who were now powering up. "Shit they're still going at

"That Gajeel for you" commented Sue, who had also just pulled herself out of the rumble.

"Salamander is no pushover either" added the Dark skinned wizard.

"Were they just messing around earlier?" Sue asked, not believing the amount of magical power the two Dragon slayers were releasing.

"They're monsters...the two of them!" Doze answered

"No!" said another voice suddenly. Turning to the voice came from; the two Phantom wizards saw Happy and Lucy emerge from beneath the rubble, after being blown away the explosion. "They're Dragon slayer."

Moments later Natsu and Gajeel leapt forward in another explosion battle that scattered everyone around.

For several minutes the two dragon slayers fought in a fist battle, destroying the chamber and much of the Phantom guild headquarters in the process.

The battle even extended above the guild headquarters as the two blasted through the ceiling, into the sky, where they traded blows with one another, without stop.

Eventually the two fell back down and landed on the rooftop of the building and continued to battle. Those watching could stare in disbelief at the strength and power of the two, most couldn't even keep up with their speed, where they were then one second and gone the next.

"I don't believe it" said Sue in awe, as she watched the battle rage above them through one of the many holes in ceiling." Salamander is actually holding his own against Gajeel."

"It's more than that, by the way they are fighting it looks like Salamander and Gajeel are pretty much even." answered Doze, right before Natsu and Gajeel, came crashing down through the roof, which gave way from the sheer power of the two.

Charging forward Gajeel swung his giant Iron Dragon sword at Natsu, who narrowly jumped out of the way of the attack. He then countered by bringing up his flaming fist and smashed it right into Gajeel's face, sending the Iron Dragon slayer skidding back. Natsu then followed up with his Dragon Fire Breath, which hit Gajeel dead on.

Knowing that his breath attack wouldn't be enough to defeat his opponent, Natsu waited for the smoke from the explosion to clear. But before it could he suddenly heard Gajeel yell "Iron Dragon Club!" where a massive steel club shot out of the smoke and hit Natsu straight in the chest, sending Fire Dragon slayer crashing through the wall.

"It's going to take more than that to beat me Salamander." Gajeel said after emerging from the smoke, with little injury.

"Same goes for you, scrape for brains." Natsu retorted after appearing out of the hole in the wall with little injury.

After each other's attacks, Gajeel and Natsu quickly went on the offensive, where Gajeel turned his club back into steel sword form.

* * *

**Back in the battle against Jose**

"Dead Wave!" Jose shouted unleashing a concentrated burst of darkness magic at Diamondhead. Without wasting a moment Diamondhead used his newly formed shield on his right arm to block the attack while producing spikes on the soles of his feet to help him stand his ground as he wasn't blown back by the force like last time. The blast was so strong it went through all the walls behind him before bursting out of the giant like if someone fired a miniature Jupiter Cannon from the inside but Diamondhead's shield held strong before he moved it aside and then aimed his spear/blade shaped left hand towards Jose as multiply crystal shards were fired.

"Dark Pulse!" Jose roared as he swung his left arm creating an explosion in front of him that blew the shards away from him.

"ICE MAKE: HAMMER!" Gray spoke out as a giant hammer of ice appeared over Jose and was swung down with great force to flatten him. Jose quickly raised his hand to blast the ice structure away when his eyes caught sight of a glimmer that turned out to be Erza's sword coming from his left side. Changing tactics, Jose quickly jumped backwards to avoid both attacks but was then met with Erza herself who suddenly appeared behind him and was already swinging her sword forward to stab him.

Jose responded by veering his body sideways causing the blade to narrowly miss piercing his back as it grazed his clothing and left a slash on it as a result. He then quickly turned around while Erza's wrist with his right hand before he squeezed it hard, almost breaking it as she cried out from the pain and dropped her sword which Jose picked up with his other hand and swung it to stab her while she was distracted from the sudden pain.

However before Jose could claim victory, 3 pointy crystal pillars sprouted from the ground between them and were quickly rising to protect Erza and skewer Jose by his head, neck or chest. Backing off quickly, he jumped backwards and threw the sword like a dart to try and pierce her from a distance but the space between the pillars shrunk further as the blade became stuck between them with the tip only a few inches from Erza's neck.

"ICE MAKE: GLACIER!" Jose heard before he turned around as was rammed from behind by a giant block of ice almost as wide as the entire room as he was now on a collision with the crystals pillars that had attempted to skewer him. Using his hands, Jose placed them against the ice structure before he unleashed a close range blast of dark magic that shattered the glacier. But his relief wasn't over as he saw Diamondhead come charging through the explosion with his diamond blade arm poised to pierce his heart as the distance between them shrunk more and more.

Jose jumped backwards letting his body hit the ground, narrowly avoiding impalement before he used his legs to kick Diamondhead in the chest sending him upward and crashing on the roof. Jose smirked before the image of Erza coming down upon him with her sword poised to strike the ground where he lied. Not wasting a moment Jose flipped himself back to his feet causing Erza to merely strike the ground before he performed a round house kick on her torso that repelled her from him.

He heard cracks and looked up to see Diamondhead detaching from the roof and falling down. He seized the opportunity and light up his hands before shouting "Dead Wave!" as he brought both hands together and fired one of his strongest signature attacks. This time Diamondhead didn't have time to raise his shield as the blast consumed him entirely.

"BEN!" Erza and Gray shouted in worry for their friends and ally as they saw him take the blast at close range without putting up any defense.

The flash from the blast died down to show there was now a large crater in the center of the room with Diamondhead lying face down flat on the ground. His sword and shield for arms had reverted back to his regular arms.

"HA HA HA HA! And so the first of you falls before me." Jose laughed maniacally.

"Ben get up! This is no time to be collapse!" Gray urged his friend who didn't respond and remained on the ground unmoving.

"You can't let it end like this! We can't beat Jose without you! You were the one who told us we could win this war and lead us inside the Giant with the goal of defeating Jose. You can't give up when we've come this far!" Erza urged the downed Petrosapien with no response from him as well. "Please don't be dead." She thought the last part in worry.

"Your wasting your time." Jose retorted as he walked towards the downed Diamondhead before he placed is foot on his back like a victor over the fallen. "It's clear that your precious team captain has fallen and soon the two of you will share his fate!"

"GET YOUR FOOT OFF OUR FRIEND YOU BASTARD!" Gray roared before he fired arrows at Jose who simply waved his had and caused the area in front of him to explode, destroying his arrows easily.

"Come now, you'll have to do better than that." Jose taunted when suddenly a spike pillar came soaring out of Diamondheads back and before Jose could move away grazed his shoulder severely causing him to grunt in pain for a moment before he jumped away and held his now sore and bleeding shoulder. The wound had only grazed him, barely touching the bone but still the pain was noticeable to him as he saw blood now slowly running down his arm.

Erza and Gray had surprised looks on their faces as they saw the supposedly defeated Diamondhead rise back up to his feet with a smirk on his face now.

Jose looked with anger. "YOU! YOU WERE FAKING DEFEAT THIS WHOLE TIME!?" he shouted in outrage.

"It's called playing possum, wise guy." Diamondhead retorted earning confused looks from Gray and Erza.

"Playing what?" Erza questioned, not understanding what he said.

Diamondhead looked to them with a raised eyebrow before he sighed. _"Right, I'm in another world. Clearly they're also lacking knowledge of modern day phrases along with other things."_ He thought to himself before shaking his head. "Never mind, forget what I said. Point is that I'm not down for the count just yet." He proclaimed as his arms turned into axes.

"I don't understand, I hit you with a close range blast from my Dead Wave and yet you seem unharmed?" Jose questioned since he knew Ben didn't put up any resistance against the attack.

"Hey moron, I don't call this form Diamondhead for no reason. When it comes to offense and defense, this form has both." Diamondhead stated will bringing his newly formed axes together in an X formation.

Jose's grit his teeth in fury at the insult and disrespect Ben was giving him. Especially with how he still had that attitude towards him. That retched attitude of confidence and determination that didn't falter in the slightest as he was facing him with overwhelming odds. He hated it; it was one thing to face an opponent who was determined to not give up but facing someone who didn't hesitate or lose any confidence against him is what really annoyed him. At was as if he thought that he was actually going to win by beating him, the guild master of the number one guild in the entire kingdom. Well he wasn't going to let that happen no matter what.

His body shook with renewed vengeance, as his body glowed with new power as multiple skulls manifested around him all laughing maniacally before his body was engulfed in the dark light as the skulls laughed and swirled around Jose before they seemed to merge with him. The others tensed up at the change in Jose's demeanor.

"You guys feel that!?" Gray managed to say after a moment of being stunned by what he was feeling.

"His magic power is rising again and something's happening to it!" Erza revealed while feeling a sense of foreboding approaching.

"It looks like he's merging with his own magic or something." Diamondhead speculated from seeing what was happening, while he himself also got a bad feeling in the pit of his stomach.

"Take heed Fairy Tail, for you are about to see something no one else has seen and lived to tell the tale." Jose said as the ground began to shake again only this time more violently and unknown to the 3 members of Fairy Tail, dark clouds had begun to form outside over the giant in a spiraling motion like if a twister was about to form. The sky's darkened like an approaching storm as wind picked up and began to form small waved that thrashed against the shores while large waves kept coming from the giant like continues large ripples.

Diamondhead, Gray and Erza could only watch in horror as Jose's form seemed to be enveloped in some kind of dark magic cocoon before a new form began to materialize. The darkness enveloping Jose grew bigger and bigger. A pair of large skeleton hands came out before they seemed to take on flesh, a skeletal rib cage formed over Jose before it also took on a more organic appearance which was followed lastly by a skeletal face and neck forming over the torso and becoming wrapped in flesh like the other parts before the entire structure flashed in a burst of dark light that blinded Erza and Gray while Diamondhead managed to keep his eyes open thanks to his crystal body that reflected the light off his bodies surface, including his eyes which he kept on Jose and his developing shadow figure.

When the light died down the two of them opened their eyes and widened in horror at what they saw.

There in front of them was Jose who was now inside what looked like a humanoid purple and black demonic entity. It stood over 19 feet tall with a pair of arms that ended with claws, it had bone like spikes it's shoulders, an armor wrapped chest and a savage demonic head with 4 horns around its head that looked to have no eyes in its sockets as they merely gave off a dark flash of light from the inside. It had no legs as it seemed to be formed from the waist up. It's entire body looked like it was made of dark magic in the form of flames as it had a pattern to it that looked like dark water flowing over it skin as it glowed with power that coursed through its body. In the center of its body was none other than Jose who was grinning with madness and satisfaction at their reactions.

"Well it would seem that I have you three at a loss for words." Jose remarked amusingly to their silent reactions as they couldn't seem to find any words to say.

However Ben finally did. "W... what the hell… is that?" he questioned as the demonic entity was giving him a real bad feeling. If he was in human form then he was sure his entire body would be covered in goose bumps with all his hairs standing like angry porcupine.

"This is the very symbol of my guild. It is the thing that gave existence to our guild as has been it's greatest representation of power. It is the PHANTOM OF DARKNESS!" Jose shouted in declaration before the Phantom raised one of its right arm and quickly swung it forward at great speed. Everyone separated to dodge to the side which they barely managed to pull off. However Gray then saw the Phantoms left arm being swung towards him and he couldn't dodge it this time.

"ICE MAKE: WALL!" Gray said as he created a large wall of ice in front of him to block the overgrown fist. However what happened next stunned everyone as the fist broke through the wall as if it was made of paper before Gray was nailed by a punch so strong it rivaled Makarov's in his giant form. The fist connected with him and extended as it smashed him through the wall and into the ground of the next room.

"GRAY!" Erza and Diamondhead shouted in horror at seeing his shield broken like nothing.

"YOU TWO ARE NEXT!" Jose shouted as both if his Phantoms arms were swung forward to nail them both.

"No you don't!" Diamondhead roared as he slammed his hands to the ground and caused two giant pillars to form in front of him but these were different as more crystals grew from inside and enlarged them before they took the form of two large crystal arms that grabbed the Phantoms arms by their wrists and were now in a grappling hold, keeping them back.

"I'll hold him back, you check on Gray!" Diamondhead ordered while he put more force into his crystal arms as they slowly pushed the held arms back.

"You can't stop me that easily," Jose countered as his Phantoms arms began to push back and thrash around trying to get free of the other arms grasp.

Complying with Ben's request she glided to into the room Gray was smashed into. She flew in to see Gray on the ground with his teeth gritting in pain as he held his chest, while she could've sworn she saw a small trail of blood on his mouth.

"Are you okay!?" Erza asked as she knelt down to lift his head. Unfortunately that proved to hurt Gray as he coughed out some blood.

"I...I'm fine...I can still fight." Gray said while trying to raise himself up only to fall back down when his chest convulsed in pain, denying him any further action.

"You can't fight anymore, your too injured." Erza scolded while looking over his injuries "The last attack must've bruised or even broken some of your ribs."

"I...can't just...sit here and… do nothing!" Gray argued while fighting back the pain as he coughed out a little more blood.

"I'm getting you out of here and that's final!" Erza shouted with no room for objections any longer as she gave Gray a chop to the back of his head that knocked him out cold before she then gently picked him up and put his arm over her shoulder for support. "Ben! Gray's injured and he can't fight anymore, I need to get him back to the guild for treatment and safety!"

"Then go! Return here if you can when you finish but make sure he gets to safety first." Diamondhead shouted while struggling to hold the Phantom back as he felt his grip weakening.

Nodding Erza carried Gray out a hole in another wall that lead outside the Giant as the Phantom struggled more against its restraints.

"You're not getting away from me!" Jose shouted as his Phantom roared out as its body's glow seemed to intensify before it suddenly grabbed the crystal arms and then squeezed with all its might before they shattered from the pressure. Jose then extended his hand towards the fleeing Erza before the Phantom mimicked his move and extended its own hand before it was swung and extended towards her as it attempted to grab her and pull her back to the fight.

Diamondhead however was already head of him, having known he would go after her, he ran forward and placed himself in front of the arms path before he raised his arms to the air and a wall of crystals formed in front of him to block his path. However before the crystals could fully grow the arms smashed through them and then grabbed Diamondhead before pulling him towards Jose as he struggled against Phantom.

"Well it seems that just leaves you and me now." Jose remarked with his arms crossed. "That suits me just fine since you're the one I've wanted to confront this whole time."

"Yeah well here I am you jerk." Diamondhead shot back earning a growl from Jose.

"Still with that disrespectful attitude, even after your team has now left you alone to face me." Jose said.

"I tend to be that way to all me enemies." Diamondhead remarked while continuing to struggle against the hand that held him.

"You know what I can't stand about Makarov?" Jose suddenly asked.

Diamondhead faked a thoughtful expression. "Umm let me think. Is it that he's a better man than you, a better wizard, better guild master, better role model or… Arg." He groaned as the Phantom applied more pressure to him. It was a good thing Diamondhead had a hard and strong body cause otherwise his bones would've snapped from that.

"I'm already better than that fool Makarov, what I can't stand is that he has powerful wizards in his guild. Especially someone like you." Jose stated in annoyance.

"Yeah well why don't you go file a complaint to someone who actually cares about your issues. Like a good therapist who can put you in a nice comfortable restraint jacket."

In response to his further insults the Phantom squeezed even tighter as Diamondhead groaned in pain as he felt like the structure integrity of his body was reaching its limits.

"In the beginning we were the strongest guild in the entire kingdom. We had the best numbers, the best wizards, magic users and had a greater capital." Jose began his story.

"Oh great, his comes the history lesson from the bad guy about how great they used to be." Diamondhead thought in boredom while trying to free his arms. If he could just get one free, then he could fight back or even change form to escape.

"However recently Fairy Tail has begun to grow in power and catch up with us, with our position as leader being threatened." Jose said with his tone showing disgust at what he was saying as eyes were closed. "The names of Erza, Mystogan and Laxus became wildly known for their skills and stories of Salamander spread like wildfire." He reopened his eyes and look at Ben in contempt. "But then new stories began to arise of the newest member to join Fairy Tail. A new take-over wizard whose possessed skills and power that far surpassed those of the take-over siblings Elfman and Mirajane. A wizard who was quickly rising to fame and took the title The Legion of Fairy Tail."

"Hey for the record: I didn't pick that title, people just branded me with it and since then it's just stuck to me ever since." Diamondhead corrected as while the name did sound kind of cool, it hadn't been his choice for a title representing all his aliens. Jose ignored his crystalline opponent's words, instead choosing to growl at him like some rabid dog.

"Your guild has humiliated me for the last time!" The guild master roared, his Phantom avatar roaring along with him. The skeletal warrior then lashed out with its massive arm and grabbed onto Diamondhead. The Petrosapien was dragged through the ground, tearing a trench through it before he was slammed through numerous support columns that brought part of the ceiling crashing down.

The Phantom then slammed Diamondhead into the ground and delivered a numerous amount of punches. Diamondhead's green eyes narrowed in anger and annoyance before he raised his arms and caught one of the fists that were aimed at him. The crystalline alien gritted his teeth as his arms, trying to hold off the offending limb. Then with a roar of effort, Diamondhead shifted his body and threw the fist to his side.

The Phantom's massive fist slammed into the ground, generating a shockwave that had Diamondhead rolling, however, he went with the momentum of his roll and easily climbed back to his feet. He reached over his shoulders, growing out two spikes from his back and wrenched them free from his body. He threw the spikes as if they were spears, but Jose easily deflected them before seeing Diamondhead descend towards him, having used the weapons as a distraction for an aerial attack with a giant diamond broadsword.

"Your attacks are futile, Tennyson!" Jose shouted. His Phantom avatar immediately raised a skeletal arm and defended against the strike of Diamondhead's blade, a shockwave racing out from the point of contact, but Diamondhead found himself smashed into the ground as the second arm slammed down upon him. He lost his weapon, but before he could hit the ground, the Phantom reacted with speed that was unbecoming of a creature of its size.

The Phantom then held Diamond by his arms and began to squeeze, cracks racing across the diamond-like alien's limbs.

"You seem to be very proud of those hands that turn into weapons, Tennyson." Jose chuckled, his eyes glowing with his malicious intent. "Let's see how you feel when you LOSE THEM!"

And just like that, as if they were made of glass, Diamondhead's arms were shattered. Ben unleashed a cry of pain before he was dropped to the ground, but he quickly got back up and focused on regenerating the limbs. Jose's eyes narrowed as he took note of that fact.

"Regeneration? That's an interesting ability."

"Not as interesting as how your face is going to look when I do this!" Diamondhead said. He focused on regenerating one of his arms, re-forming in mere seconds before he slammed his hand down on the Omnitrix symbol. In a flash of green, the Petrasapien was gone and this time, was replaced by a ghost-like creature with a single green eye. Emerald chains dangled from its arms and neck as they were attached to bracers wrapped around the new alien's wrists and neck.

"You're a freak, Jose!" The alien spoke with a raspy voice. "But let's see how you handle a Ghostfreak!"

* * *

**Omnitrix Encyclopedia**

**Ectonurite A.K.A. Ghostfreak**

_These almost spectral beings hail from the planet of Anur Phaetos. It is perpetually dark on that planet. That suits them just fine since they have a near-fatal aversion to sunlight. Their bodies are composed of a variable density protoplasm which allows them to change density at will. They also possess telekinetic abilities, as well as the ability to possess other beings. The indication that someone's possessed by an Ectonurite is their black and purple eyes, as well as cracking veins around the eyes. Ben is only able to survive sunlight because his Ghostfreak form has a second skin on it which protects him. However, this is not the true form of the Ectonurites, which have caused him considerable grief in the past. One in particular called Zs'Skayr, who wanted to possess Ben's body to control the Omnitrix was a clear example. He has seemingly been destroyed by Ben when he used Atomix's powers to vaporish him and left a nuclear orb where he was beaten to ensure he wouldn't reform again._

* * *

Jose's Phantom roared, its glowing yellow eyes shining brighter than before. It lashed out with a strong right fist, smashing the earth into rubble, but Ghostfreak's intangibility allowed it to phase through the attack and escape unharmed. Ghostfreak laughed before twisting arounf and phasing through all of Jose's follow up attacks.

"Too slow!" Ghostfreak shouted. Jose's eyes widened when the Ectonurite avoided the devastating hammer blow and appeared in his face. "BOO!" Jose didn't have time to react as Ghostfreak suddenly phased through the Phantom's protective aura as if it were never there, and then entered Jose's body. The Wizard Saint's body shuddered, making it look as if he were having a seizure. Then all was silent and Jose stood extremely still.

Jose's head snapped up and a wide grin spread across his face as his eyes were now a bright green. "Hmmm, this guy feels really weird, but I've never had the chance to do this." Ghostfreak chuckled as he looked at the Phantom around his new body. The Phantom's fist was clenched tightly before it began to smash apart its own body and Ghostfreak had Jose punching himself while doing so.

"Why are you hitting yourself?! Why are you hitting yourself?! Why are you hitting yourself?! Why are you... huh?" Ghostfreak's eyes widened when he suddenly felt a foreign force act upon his new mind. Jose's eyes flashed from green back to its sickly yellow colour before snarling.

"Foolish boy! Do not think that you would be able to hold mental control over me!" Jose snapped. With a loud cry of effort, Jose unleashed a pulse of magic energy from his body and suddenly Ghostfreak flew out of Jose's body, skidding along the ground. The Ectonurite's single eyes widened as he looked at Jose.

"He broke out of my control?" He muttered in surprise. Jose then wiped his lips clean from the blood that dribbled down to his chin. Apparently punching yourself really hurt.

"Your end is near Tennyson! Your final attempt at victory was a failure, give up and your death will be quick!" Jose shouted. Ghostfreak hovered in the air before narrowing his eye. "Any last words, boy?"

"Yeah, just a few..." Ghostfreak slammed his hand down on the Omnitrix symbol and became the very first alien he turned into when he had first recalibrated the Omnitrix. The smell of methane filled the air and the fire using plant alien stood as tall and as proud as the day he was first used. "SWAMPFIRE!"

Swampfire then slammed his hand down on the Omnitrix symbol again and the four spikes stretched out from the circular symbol, another flash of green enveloping his body. However unknown to Jose was that what now stood before him was a different version of Ultimate Swampfire.

He now had a larger body where he stood almost nine feet tall. He had a grey thick wooden exoskeleton-like appearance that was covered in black earth in multiple parts of his body, besides his head. He had a transparent, blue shell of some sort on his head that looked like it contained a large flame inside based on how light seemed to be swaying inside. He had his 3 gel-like orbs on his arms, a pair of green eyes and a mouth like Swampfire.

"ULTIMATE SWAMPFIRE!" The newly evolved form of the matured Methanosian stood with a powerful stance as Jose's eyes narrowed. The form was strong, that much he could tell from the appearance of it.

* * *

**Omnitrix Encyclopedia**

**Ultimate Swampifire **

_After Swampfire went through his metamorphosis on Anur Transyl and Ben got his new Omnitrix with the restored ultimate evolution feature, he discovered that Swampfire now had a new ultimate form that was apparently the result of his blossoming phase._

_Ultimate Swampfire's new exoskeleton makes him more durable than the previous form of Ultimate Swampfire did. He possesses strength on a level a bit higher then Diamondhead and Chromastone. He can throw his orbs to produce methane gas for ignition or as simple explosives. He can now control more plants than before and even mutate regular plants into dangerous versions. Also unlike his old Ultimate form, his new form can regenerate like Swampfire, is immune to fire and can now shoot flames from his hands that are now 4 times hotter than Swampfire's instead of 3. When underwater his fire abilities can't be used, however his new form allows him to breath underwater and absorb water like a plant to grow physically stronger but not faster_

* * *

"Ben!" a little cloaked figure appeared, jumping from the outside onto a broken pillar catching his attention, "Ben, listen! Natsu's getting pummeled by Gajeel!"

"What? Who are you?" Ultimate Swampfire questioned. But then it suddenly clanged into his memory, as he asked, "Wait. You're…"

"No time for happy reunions," the cloaked figure rudely shouted out. "Natsu's low on flames, and he's getting killed in there. You gotta finish this fight, and help him out."

Ben couldn't agree with him ore, but there was no way this fight was gonna be over so fast. He thought about it, and then popped out three of the orbs off his right arm. He then tossed them to the little guy who caught them, as he struggled to hold all three in his arms.

He blinked as he looked at the orbs he was holding in his arms, "Wha… wait! What I supposed to do with these? What are these?"

"Napalm contained in gel like sacks." Ultimate Swampfire pointed out. "Get those to Natsu and crack'em open. There's enough fire in there to get what he needs! Just make sure you're not near them when they go off!"

The little cloaked figure nodded, and bolted on out of there, by hopping from spot to spot, until he was out of there.

Ultimate Swampfire looked at Jose, as he glared, "Now it's just you and me."

_"But it doesn't matter. His forms will never be able to pierce the Phantom's hide."_ He thought confidently. He ripped from his thoughts as Ultimate Swampfire leaped into the air and raised his hands high over his head. Napalm gas swirled into a ball between his hands before it was ignited, forming a massive spheroid of white and blue flame. Swampfire hurled the spheroid at his opponent and Jose raised his Phantom's arm to defend against the attack only for his eyes to widen as the matured Methanosian's attack generated a massive explosion that had him skidding backwards along with his avatar as cracks formed on its arm.

"What?!"

However, Swampfire didn't stop there as he slammed his hands down on the ground as he landed. A burst of fire exploded outwards from the impact in the form of a stream, tearing a massive trench behind it. The attack crashed against Jose's Phantom and the master of Phantom Lord could only stare with wide eyes as the impact sent him crashing through a support column.

The blackened and scorched floor had a few embers within the trench, showing just how hot and powerful the fires were. Ultimate Swampfire smirked as he watched Jose fall to one knee, panting in exertion.

"You're not done, are you?" The evolved alien asked cockily before a serious look came over his face. "Because this isn't over. Not by a long shot."

"I concur, Tennyson." His avatar roared with rage and slammed its own hands down on the ground, sending forth a powerful burst of dark energy. Ultimate Swampfire countered with a powerful stream of fire from his hands and the two attacks collided, generating a massive explosion. However, Ben used the smoke as a cover and ran through. Jose's eyes widened when Ultimate Swampfire slammed against the body of his avatar and sent it skidding backwards before leaping into the air and performing a powerful roundhouse kick.

Jose stumbled backwards as the force of the kick registered with the construct. The Phantom went to swat at the smaller being, acting as if it were a fly, but the evolved Methanosian quickly raised his durable arms and blocked the strike. He flew through the air and managed to flip to right himself, his feet slamming against the side of the support column he would have hit. His feet dug into the hard stone due to the force of the impact, but he bent his knees and pushed off, shooting through the air like a rocket.

He sent forth numerous fireballs from his hands, each one causing a devastating explosion against the Phantom's body. Ultimate Swampfire then flipped to build up momentum and engulfed his legs in fire. The Phantom then went to strike at him, but the Omnitrix wielder merely smirked.

"This...I learned from Natsu!" Ultimate Swampfire declared. He unleashed a burst of fire from his feet and gave himself a bit more altitude, sailing high into the air until he was over the avatar's head. He then went into a series of front flips as he allowed gravity to take its hold on him, and with a powerful battle cry, he crashed his flaming axe kick down on the Phantom's skull. A massive burst of fire exploded out from the point of collision and caused a numerous amount of cracks to spread across the Phantom's body.

Part of the skull fell apart and then Ultimate Swampfire pushed off before grabbing the napalm fire bombs from his arms and hurled them at the skeletal magic construct.

"You seem proud of those arms! Let's see how you feel when you lose them!" A vein formed on Jose's forehead as he heard the Legion of Fairy Tail use his own words against him. Bursts of blue and white fire appeared as the tiny objects made impact with the shoulder areas of his magic construct, and tore apart the construct's arms.

Jose panted as he fought to keep his construct intact, focusing his magic power in order to regenerate its lost pieces, however, as Swampfire landed on the ground, he held his arms out in front of him. Napalm pooled together in his hands and a massive flame appeared. Jose's eyes widened as he saw the fire continued to increase in size until it was the same size as the fist of his Phantom.

"Feel the burn," Ultimate Swampfire smirked. With a resounding boom, a massive storm of blue and white fire exploded out of his hands and tore apart the very earth beneath him and Jose. The attack slammed into the skeletal construct's body and Jose and the avatar unleashed simultaneous roars of what appeared to be pain, and anger. Ultimate Swampfire felt resistance as Jose fought against the attack, but he pumped more napalm into the attack and the burst traveled along the stream before exploding outwards as it made contact with Jose's construct's body.

The skeletal construct broke apart in numerous places and what remained of it, and Jose, were sent careening through the air. They smashed through numerous pillars before slamming into the ground. A mighty explosion of fire formed, a dome of blue and white racing outwards from the point of impact. The ground shook heavily and the entire wall opposite to Ben had been blown apart.

Ultimate Swampfire panted before dropping his arms and watched the massive smoke cloud as it was being dispersed by the winds blowing from the massive lack of wall behind it.

'It's over...It's finally over.' The Ultimate alien thought, only for those thoughts to come to close as a massive pulse of magic energy and killing intent raced out from the smoke cloud. The remainder of the dust and dirt was dispersed and Ultimate Swampfire's eyes widened as he saw the wounded Wizard Saint rise from his personal crater, an aura of ebony and violet enveloping his body like a flickering flame.

Blood flowed from the wound to his skull and his left arm was bent at an angle it obviously wasn't supposed to be bent at. Heavy burns were on his chest and had resulted in the loss of some his clothing, leaving behind only a remainder of his shirt, the lower part of his pants and his boots. He made his way over Ben, completely ignoring his injured status

"ENOUGH!" Jose shouted. "YOU HAVE INSULTED ME FOR THE LAST TIME, TENNYSON! THIS TIME YOU WILL DIE!"

* * *

**Back with Gajeel and Natsu**

Leaping into the air, Gajeel swung his massive sword down and attempted to cut Natsu in two, but the Fairy Tail wizard proved too quick for him and jumped back to avoid it, where Gajeel destroyed the floor instead.

"Hah, not gonna block me this time!" Gajeel yelled as he lifted the sword up and swung it again, creating a massive shock wave that sent Natsu flying.

Recovering quickly, the pink haired wizard tried to fight back but was forced back each time by Gajeel, who swung his sword around, keeping the Fire Dragon slayer on the defensive.

"Hooo, I have to admit you're pretty nimble!" commented the Iron Dragon slayer, before jumping forward again and swinging his sword at Natsu, who again evaded it by jumping away.

Expecting this, Gajeel brought his other hand up and extended towards Natsu, where he changed it into its club form and fired Fairy Tail wizard.

Natsu tried to dodge the steel club, while he was in mid-air, using his dragon breath, but the steel club came in too fast for him to dodge, sending him flying into another wall.

Recovering quickly, Natsu immediately flipped himself over, causing his feet to hit the wall first and then engulfed himself in fire and yelled "Fire Dragon's Sword Horn!" using the wall to propel himself forward, hitting Gajeel with a powerful head butt, shattering the Iron Dragon slayer's armored skin and knocking the wind right out of him.

"Hah, how did you like that, Scrap bastard!" jeered Natsu before receiving a metal fist to the face, curtsy of a furious Gajeel. He then changed his hand back into his Iron Dragon sword form and swung the massive blade at Natsu, who dodged the attack, but lost some strands of hair in the process.

Angered by Natsu avoiding his attack, Gajeel swung it in a large arc, creating a large shock wave that sent Natsu flying back.

After being blown away by the shockwave, Natsu countered by using his Dragon Fire breathe to propel himself forward, towards Gajeel. He then engulfed is fist in fire and hit the Iron Dragon slayer with a powerful punch in the stomach, causing Gajeel to kneel over from the pain . After hitting Gajeel, Natsu then covered his feet in fire and followed up with a powerful kick to the side of the head, sending Phantom wizard flying into the wall, creating a large dent in it.

After sending Gajeel crashing into the wall, Natsu stared at Gajeel, who was slumped against the cave wall, unsure if he had beaten him or not.

Natsu was about to walk towards Gajeel to see his condition, but after taking a single step, he saw Gajeel stand up and extend his arm forward and shouted "Iron Dragon Lance: Demon Logs!" firing a volley of sharps metal spears at Fairy Tail wizard.

Natsu tried to dodge the steel spears, but there were too many, and they were coming in too fast for him to dodge them all, where one of them pierced his cut his arms and legs. Gajeel then followed up by changing his fist into his steel club form and hitting Natsu in the face, sending Natsu crashing into another room.

"You damn trash, don't you dare think for one instant that you're tough enough to beat me!" yelled the pissed off Gajeel. He had never expected Natsu to be this hard to beat, nor to be so injured by him.

"Hooo, are you pissed that I shattered that flimsy armor of yours?" asked Natsu with a smirked as he wiped the blood from him lip away.

Growling Gajeel was about to retort, but stopped and suddenly smirked.

Confused, Natsu was about to ask why he was smirking but then saw the Iron Dragon slayer pick up some scraps of iron lying across the floor and began eating it.

"Hey! That's not fair! You get to eat!" Natsu yelled angrily.

"Shaddap" replied Gajeel, as he continued to eat the iron. Once he had finished, he grinned at the Fairy Tail Dragon slayer. "Now that I've ate, I'm fired up."

"Get your own line, that's my line" Natsu shouted outrage that his opponent was now stealing his quotes. But his angry soon turned to worry when a fully reenergised Gajeel began to emanate even more power than before.

Once he was fully powered up, Gajeel reactivated his Iron Dragon's Scales and then leapt forward and yelled "Iron Dragon's Hard Fist!" as he extended his right arm forward.

Not wanting to be on the receiving end of the attack, Natsu quickly dropped to his feet and maneuvered around Gajeel and attempted to hit on Iron Dragon slayer with a flaming punch in the back. But before his attack could hit an intense sound waves struck hard at Natsu slamming him into the nearby wall.

"SSHHIITT!" yelled Natsu as he struggled to get his bearings, looking up Natsu saw a smirking Doze standing near Gajeel and he realized that the dark skinned wizards had use his sound magic to attack again.

"Your toast!" shouted Naruto, as he began to suck in the air around in and prepared to use his Dragon's breathe. But the moment he released the attack a large mirror appeared in front of Doze and absorbed the fire attack.

"_CRAP!_" thought Natsu knowing what was going to happen next, where as soon as the mirror had absorbed his flames, the mirrors shot the fire right back at him, which he narrowly avoided.

"Heh, you just never learn!" laughed Sue, appearing out from behind one of the many holes in the wall.

"Natsu!" cried Lucy as she and Happy raced over to him, but were blocked by a grinning Sue and her mirrors. "Where do you two think you're going?"

At the same time, Natsu attempted to use his Dragon Roar again, and fired it at Gajeel but as soon as he fired it, the Iron Dragon slayer hopped through the fire and smashes him in the face with another Iron Club. But despite being hit Natsu was still able to manage to smash at Gajeel's ribs with his claws, but for Gajeel's Iron scales, it felt like a tickle. He then smirked, thinking this will be a piece of cake after he punched the Fire Dragon slayer in the face with his Iron Dragon's Hard Fist, breaking Natsu's nose.

As the battle continued, despite the injuries he had suffered, Natsu continued to fight Gajeel where le landed several hits with his flaming fists. Sadly though due to Gajeel's Iron scales, his attacks did little damage to the Iron Dragon slayer.

Lucy and Happy of course tried to help, but were blocked by Sue's mirrors, even when Lucy used the only golden key she had to summon Sagittarius to help her, Sue would use her mirrors to absorb his arrows and fire them right back at them causing his harm.

Wanting to finish this quickly Gajeel fired a hail of metal spears at Natsu, intending to rip Natsu to shreds. But fortunately the Fire Dragon slayer was able to avoid the metal projectiles by using his natural agility, where the only thing that the hit was the wall behind him, covering the hall in a thick cloud of dust.

Attempting to remove the dust cloud, Doze prepared to use his sonic boom attack again to clear the smoke. But before he could, a blast of fire suddenly shot out of the dust cloud, forcing him to jump away.

At the same time, Natsu shot out of the smoke directly above Gajeel, his fists covered in fire, and went to punch him right in the face. But before the fist could connect, the Iron Dragon slayer brought up left hand and caught the flaming punch.

"Heh, nice try, but not good enough" grinned Gajeel, which quickly faded when he saw Natsu grin back. "Well then how about this!" where he then began to inhale the air around them.

"_FUCK!_" thought Gajeel, knowing that he couldn't avoid Natsu's Dragon's breathe from this close proximity, and that a direct hit would do a lot of damage to him.

But just as Natsu was about to fire, he was suddenly hit by another intense sound blast, curtsey of Doze, sending him crashing into the wall. After which Gajeel then fire his Dragon's breathe at Natsu, hitting the Fairy Tail wizard dead on and destroying the wall in the process.

"NATSU!" shouted Happy and Lucy together.

As the dust from the explosion slowly died down, Gajeel walked over the injured Natsu, who struggled to get up onto his feet. But instead was forced back down when Gajeel slammed his foot down on Natsu's stomach. "Heh, now this is where trash like you belong, at the bottom of my foot"

Natsu of course tried to struggle, but after battling for so long, and suffering so many injuries and using up so much of his magic, he barely had any energy left to fight back.

Seeing that Natsu was in trouble, Lucy quickly summoned her newest celestial spirit Sagittarius, who distracted Sue long enough with his arrows to allow Happy to manoeuvre past her.

"I'll save you Natsu!" shouted Happy as he charged right into Gajeel, who was about to stab Natsu with his sword hand, and clings onto the Iron Dragon slayer's face, blinding him.

"What're you! Hey get off me you stupid cat!" yelled Gajeel in a muffled voice as he struggled to pull Happy off his face, but the blue cat held on tight.

At the same time, the little cloaked figure came in through one of the holes in the walls and appeared near Natsu, holding the three flame pods that Ben had given him.

"Who are you?!" Lucy cried in surprise, after seeing the figure appear out of nowhere.

"It doesn't matter, I just need you to hit these," shouted the cloaked stranger, as he threw the three ponds into the air over Natsu.

"What?"

"There's no time just hit them!" the little cloaked figure shouted.

Deciding to trust Neb, Lucy ordered Sagittarius to hit the three ponds. "Sagittarius, fire at those pods," Lucy ordered.

"Yes, indeedy-doo, 'mam," Sagittarius nodded. Heeding his mistress's orders, the Celestial spirit placed three arrows into his bow and fired, hitting them with pinpoint precision.

At the same time Gajeel finally pulled Happy off his face and threw the blue cat, but as he did he blasted away by a powerful explosion of fire which erupted as soon as Sagittarius's arrows hit them, enveloping him in fire.

"Dammit what the hell is going on, where did all this fire come from" Gajeel shouted in confusion, while staking several steps back from the burning flames.

Within seconds Natsu sucked in all the flames, reenergizing his depleted reserves.

"Man now that was some real tasty fire. Definitely better than what I ate from Heatblast." Natsu relished in satisfaction while wiping the corner of his mouth as if he had flaming leftovers still stuck on his face.

With new power now filling him, Natsu unleashed an explosive burst of fire from his body. At the same time, Naruto let lose an explosive roar that sounded like a giant beast, shattering Sue mirrors and blast everyone away, while at the same time causing the building to tremble from the sheer power being unleashed.

"Aye!" cried Happy as he struggled to hold both Neb and Lucy in midair after they had been blasted away by Natsu's roar.

"What the hell is going on here?!" shouted Gajeel, as he struggled to hold his ground from the explosive force of Natsu's roar. "His power has tripled after eating those flames.

Those fighting from both inside and outside the phantom guild headquarters all halted their fighting at hearing the massive roar, where many of the remaining phantom guild wizards began to panic.

After Natsu's roar had finally died down, Gajeel charged forward, "I don't care how much fire you eat, there's no way you're strong enough to beat me!"

But just as Gajeel neared him, Natsu suddenly hit him with a powerful left punch, unleashing a powerful burst of fire, which sent Gajeel crashing through the wall.

"Alright!" cheered Lucy.

"Aye, that's the way Natsu!" shouted Happy

"You're going to pay for all my friends that you hurt" said Natsu, while cracking his knuckle, intending to lay the worst beat down Gajeel ever suffered in his life.

Recovering from the punch, Gajeel then unleashed his Dragon's breathe attack, but to his disbelief Natsu deflected it with his bare hands leaving them only mildly scratched up.

"I'm not done yet!" Gajeel yelled, as he turned his arm into his Dragon sword form.

Unafraid of the massive buzz sword, Natsu waited until Gajeel was close enough and used his technique to shatter the blade into pieces, then kicked Gajeel away.

Angered by what was happen Gajeel then fired his Iron Club, which Natsu blocked with a single hand and then grabbed hold of it with both hand and swung Gajeel around the hall, crashing him into different walls and machinery before finally slamming him onto the floor.

Picking himself up off the ground, Gajeel glared at the Fire Dragon slayer and began to unleash even more power than before "You damn trash, don't you know who I am?! There's no way I'll lose to you!"

Once he was fully powered up Gajeel leapt forward and yelled "Iron Dragon Hard Fist!" as he extended his right fist forward, intending to splatter Natsu head all over the ruined hall.

Natsu in turn met Gajeel's fist with his own where to Gajeel's horror his Iron scale along with his arm broke. "_Impossible, I'm supposed to be...the strongest!_"

"You're finished!" roared Natsu where he then unleashed a massive Flame Barrage at Gajeel shattering more of his Iron Scales in the process.

As Gajeel hung in midair, his body unable to move from the amount of damage he had suffered, Natsu enveloped both his arms in fire again and leapt forward yelling "Fire Dragon Wing Attack!" shattering Gajeel's remaining Iron Scales into pieces of scrap metal and knocking him out as he fell three floors down before landing with a large thud and didn't get up again.

* * *

**Back with the Ultimate Battle**

Ultimate Swampfire didn't even have time to react as Jose stamped down on the ground and took off. There wasn't any time to blink. It was as if the man had teleported as one second he was there and then he was in Ultimate Swampfire's face. With his single arm, Jose channeled his magic energy into his arm and wrapped his fingers around Swampfire's neck area, slamming him into the ground with terrific force. He then raised the alien into the air and delivered a strong upward kick that sent his opponent into the air before leaping after him and spun around to deliver a strong roundhouse kick to the stomach area.

The thick bark of Ultimate Swampfire's exoskeleton had a spider web of cracks racing across it before he was sent flying through the air and crashed into the ground. Jose then went after Ultimate Swampfire as the evolved alien tried to climb to his feet, but suddenly unleashed a howl of pain as Jose crashed his foot down on his arm. The limb shattered into splinters, and then the second arm followed.

Jose then grinned. "Those aren't going to be growing back any time soon, Tennyson." He chuckled darkly before pelting Ultimate Swampfire into the air and before he could touch the ground, Jose lashed out with a strong straight kick. Ultimate Swampfire slammed through three pillars and then came to a stop by the fourth, the support structure gaining an indentation and a spiderweb of cracks. Ultimate Swampfire then fell to the ground and was enveloped in a flash of green.

Swampfire was also lost to the green light and reverted back to his human form. Ben groaned as he looked up at Jose, the Wizard Saint stalking towards him like a predator would do to their cornered prey. Jose's sickly black and violet aura continued to rage like the storm it was, killing intent bearing down on his opponent. Ben felt as if he couldn't breathe, the force of gravity appearing as if it had increased as he couldn't climb to his feet.

Ben tried to rise, but was stopped as Jose rose his arm. The aura around his body lengthened and sharpened, tearing through Ben's thigh muscle and making him collapse onto the ground once more. His second thigh was stabbed through and then Jose snapped his fingers. A pair of Shades appeared, one on either side. The ghostly creatures of shadow and magic then roared before gripping Ben's arms and with a strong pull, they dislocated his shoulders before bending the forearm forward, breaking them with a resounding snap.

Ben let loose a loud cry of pain as he was now effectively, and painfully, immobilized. The Shades then held down Ben as Jose's shadow encompassed Ben's downed form. Tears of pain pooled at the corners of Ben's eyes, but the wielder of the Omnitrix held strong, not allowing them to fall.

"Y-You'll never win!" Ben spoke through gritted teeth. "I've met people like you and beaten them! And if I wasn't able to, then someone else will!"

"You cling to hope like a lifeline, Tennyson. It is a worthy attribute to have for a good willed person such as yourself." Jose stated. He then chuckled ashe gestured to his body with his unbroken arm. "You are a powerful opponent, that much I will admit...but do you know why you are in the state you are in?"

He didn't give Ben a chance to speak as he chose to answer the question himself. "It is because you are a hero, and the bane of all heroes is that they fight for the weak." Jose raised his arm and then skeletal form of his Phantom appeared once more. The gargantuan avatar released its fear instilling roar and Ben felt true fear as the glowing yellow eyes of the demonic Phantom stared into his green ones.

"And that is why you lose!"

Ben shut his eyes tightly as the mighty fist of the Phantom was swung down upon him. However, a mighty crash echoed through the destroyed area and a flash of golden light followed after. Jose's eyes widened as he and his Phantom turned in unison only to be sent through the air by the force of the beam of light.

Ben's eyes opened and he turned to see what Jose was glaring at. The immobilized champion of Azmuth stared with wide eyes as he saw the diminutive, yet powerful form of his guild master.

"Gramps!"

"Hello Ben." Makarov greeted his charge with a wave. "You're doing well. I see that you might getting a few battle scars from this. Believe me, boy...ladies love the battle scars." Ben gave the elderly Wizard Saint a deadpan look as Makarov gave him a sly wink. The member of the Ten Wizard Saints chuckled before turning away to face his fellow Wizard Saint, a serious look forming on his face.

"You dare to harm my child, Jose." Makarov growled out, his golden aura flaring around him in an instant. "You cloak yourself with the darkness of the Phantom...now let me blind you with the light of the Fairies."

"Wait, Gramps!" Ben shouted to prevent Makarov from being harmed again.

He stopped as he smirked, "Don't worry, Ben, this war will all be over with one move." He didn't look to Ben as he continued to glare down at Jose, "You might want to take cover on this. Not that it'll hurt you, but I don't want you to go blind."

Sensing the seriousness in his voice, Ben nodded, and bolted out of the Giant. Makarov looked to Jose, as he scowled, "I would've thought that being a Guild Master you would've set a good example for those that bore your Guild Crest Jose. But instead you've become the very thing you should warn your guild to never become: a corrupted Wizard."

However, Jose scoffed, as he sneered with his evil smile, "Already back from the edge of death, and you're giving me a lecture, Makarov? Hardly the stuff a Wizard Saint should be given."

Makarov sighed, as he glared at Jose rather calmly, and stated, "I'll give you one chance to leave now, Jose. Do it by the count of three or else it will be the end of you and everything you've spent your whole life building."

"You honestly think I'd run with my tail between my legs?!" Jose shouted, a vein popping on his head.

However, Makarov ignored the outburst, as he counted, "One."

Ben blinked, as he stood behind Makarov, "Is he serious? Jose's gonna waste him if he doesn't go giant!"

"You think I'll concede to Fairy Tail?! YOU'RE AN EVEN BIGGER FOOL THAN THE BOY WHO DARED TO DEFY ME!" Jose roared out, as his Shadow Magic was building up behind him.

"Two," Makarov continued to count.

But this time, and much to Ben's amazement, he saw Makarov bring his hands together as a light began to form between them in a sphere like form that made him think it was a star from space. Ben blinked at that, "What the? What is that?"

"You think you can defeat me?" Jose spat out, as his Phantom of Darkness and Shades began to form behind him, as Shadow tendrils snaked out of his back, preparing to strike at him. "ONCE I DEFEAT YOU, I'LL TEAR WHAT'S LEFT OF THE GUILD, AND TAKE LADY HEARTFILIA! ONCE WE HAVE HER BACK, WE'LL FORCE HER FATHER TO PAY WHATEVER WE WANT UNTIL WE BLEED HIM DRY! PHANTOM LORD WILL SHOW NO MERCY… EVEN TO THOSE WHO HIRE US!"

"And that's three," Makarov finished. The sphere at his finger tip grew brighter, as he glared daggers at Jose.

"NOW YOU, TENNYSON, AND THE REST OF FAIRY TAIL… WILL DIEEEEEEEEEEEEE!" and then he launced all his shades and shadows at Makarov, as the short Mage closed his eyes.

His eyes then shot open, as they glowed bright white, as he called out, "I INVOKE… FAIRY LAW!"

The light sphere shot into the center, as the light glowed bright, consuming everything in the room. A large bell somehow went off as this happened. The white light spread all over the room, vaporizing the darkness, as well as blinding out everything all around them.

The golden light then soon shined out of the Giant, spreading all over the area. The Mages of Fairy Tail, as well as the citizens of Magnolia all bore witness to such an intense white light.

Ben shielded himself from the light, but it didn't blind him. Amazingly, he was in awe of the bright light, "What the… ?"

The light shined for what felt like a halve hour, until it finally died down. Once it did, everything returned to normal. However, within the room Ben and Makarov stood in, Ben stood witness to what the light really did.

Jose stood where he was, petrified as his body trembled. His arms were fixed in a position that failed to shield him from whatever Makarov did to him. The most notable change was that his hair had gone gray-white, as did the rest of him. It looked like something similar to what would've happened had Jose been exposed to Toepick, minus the fact he would scream like a madman in fear. His eyes were wide open in fear, and it appeared that his body was cracking at parts. It seemed whatever Makarov did, it defeated the Phantom Lord Guild master once and for all.

Ben stumbled forward next to Makarov, as he was in awe at what happened. He looked to the old man, and asked, "What exactly did you do to him?"

"I used Fairy Law on him," Makarov calmly explained to him. "It's one of our most ancient techniques passed down to those who are worthy of such secrets in our guild. Created by the first Guild Master of Fairy Tail, Mavis, it is a spell that vanquishes all darkness with sacred light. It's only drawback is that it only affects those the caster sees as their enemy."

Ben's eyes widened, as his smile couldn't be any wider, as he shouted, "THAT'S AWESOME!" But then he blinked, as he pointed at Jose, "So how long is he gonna be like this?"

Makarov shrugged, "Don't really know. I only use Fairy Law as a last resort." He then scowled at the defeated Phantom Lord Master, "Though this experience will be etched into his very soul; reminding him never to bother Fairy Tail ever again." He then turned away, "Although, the Magic Council will be watching both guilds after this fiasco. I know I'll be on my best behavior; they might not be so lenient on Jose, though."

"Yeah, that's for sure," Ben replied.

As the two walked away, Aria appeared behind the two, after he had recovered from the surprise tackle Ben had given him as Ultimate Cannonbolt. He slowly floated behind them, as his face was wide with exhilaration. Though he was still teary eyed, his mind schemed one thing: revenge.

_"How sad. Our master's been defeated,"_ he schemed in his thoughts, as he inched further to them. _"However, the Legion of Fairy Tail and the old man have left themselves open. I will take revenge for Master Jose's defeat… by unleashing…!"_

But before the Air Mage of the Element Four could attack with Metros, Makarov spun around, and smashed his face with an extended fist. The Air Mage was sent flying into the wall, putting Aria back into Slumber Land, as he cried out a moan, "How…. Saaaaaaaaaaaaaaaaaaaaaad….."

Ben blinked, realizing what had happened, "Whoa! Didn't see that coming."

"This war's over. There's no more need to fight anymore," Makarov calmly proclaimed for any Phantom Mage hiding to try a sneak attack. "But if you wish to start it again, I'll wipe out Phantom Lord with extreme prejudice." But the dark moment was washed away, as Makarov turned around, with a perked up smile, and a V sign with his right hand, returning to his old carefree self, "Now go on out of here, and please take Jose with you."

Ben gulped, as he sweat dropped at the little old man, _"Note to self: never sneak up behind Gramps… and don't piss him off. Ever."_

* * *

Ben and Makarov returned to the guild were it was shown that the shades they had been fighting were also destroyed by Makarov's Fairy Law. They were then met by the cheerful cries of the members of Fairy Tail. All of them were running to congratulate Ben and Makarov for winning the war. Cana gave Ben a breast filled hug as she literally jumped onto him, forcing him to hold her or fall down with her on top, much to his embarrassment. Erza gave him a painfully chest armor hug to his head that resulted with a small migraine. Natsu came back after them and gave out a challenge asking for rematch again with Ben which ended with a "HELL NO" from him because he was beat after fighting in the war. Everyone was giving out their thanks and rejoicing in knowing the war was finally over.

However as the members of Fairy Tail continued to celebrate their victory, none of them noticed 3 small red and black UFO shaped objects hovering over the air high above them unseen, hidden in the clouds as their camera like lens for eyes zoomed in on them before they all flew higher into the air and vanished completely from sight as they left and were now heading for a new destination.

* * *

**Next Chapter: The Battle is Won; Ben Meets Magic Congress**


End file.
